エドガーで原本を確認する
As filed with the Securities and Exchange Commission on 1 September 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
OR
OR
OR
Commission file number:
(Exact name of registrant as Specified in its Charter)
(Jurisdiction of Incorporation or Organization)
(Address of Principal Executive Offices)
(Name, Telephone, Email 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 |
*
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:
654 093 017 Sasol shares comprising
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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 ☐
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.
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).
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):
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 ☐ |
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
TABLE OF CONTENTS
Page |
||
9 |
||
9 |
||
9 |
||
39 |
||
67 |
||
67 |
||
80 |
||
88 |
||
89 |
||
90 |
||
90 |
||
100 |
||
101 |
||
102 |
||
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |
102 |
|
102 |
||
108 |
||
108 |
||
108 |
||
109 |
||
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS |
110 |
|
110 |
||
110 |
||
110 |
||
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS |
110 |
|
110 |
||
111 |
||
112 |
||
112 |
||
H-1 |
||
M-1 |
||
3
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) Accounting Standards, 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 |
| ● | euro, EUR or € means the currency of the member states of the European Monetary Union. |
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 2026. 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 United Kingdom (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 20-F to South Africa and the government are to the Republic of South Africa and its government. All references to the JSE are to the JSE Limited or Johannesburg Stock Exchange, the securities exchange of our primary listing 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.
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 segmental reporting, that is disclosed to the investing and reporting public.
Financial Overview means the Chief Financial Officer’s statement included in Exhibit 99.3.
4
First order capital includes maintain capital, and selective growth and transform capital investments, consisting of additions to property, plant and equipment and additions to other intangible assets, as presented in the Statement of Cash Flows.
Headline earnings per share (HEPS) refers to disclosures made under the listing requirements issued by the JSE (JSE Listing Requirements). HEPS is earnings per share adjusted for the post-tax per share impact of remeasurement items.
EBIT refers to earnings before interest (comprising net finance costs) and tax.
LBIT refers to loss before interest (comprising net finance costs) and tax.
Adjusted EBITDA refers to EBIT/LBIT, adjusted for depreciation and amortisation, share-based payments, remeasurement items affecting operating profit, movement in environmental provisions due to discount rate changes, unrealised translation gains and losses, and unrealised gains and losses on derivatives and hedging activities.
Covenant EBITDA is defined as Adjusted EBITDA before post-employment benefits, business optimisation and expected credit loss calculations and is calculated in accordance with the contractual provisions of our principal credit facilities.
Ratio of Net Debt (Contractually Determined) to Covenant EBITDA is defined as Net Debt (Contractually Determined) divided by Covenant EBITDA.
Adjusted Free-Cash Flow (also referred to as free cash flow previously) is defined as cash available from operating activities less first order capital and movement in capital accruals.
Adjusted Free-Cash Flow After Dividends Paid is defined as Adjusted Free-Cash Flow (as defined above) excluding dividends paid to controlling and non-controlling shareholders.
Net Debt is defined as long-term debt, lease liabilities, short-term debt, and bank overdraft less cash and cash equivalents, excluding restricted cash.
Net Debt (Contractually Determined) is defined as total debt (including bank overdraft) less cash and cash equivalents (excluding restricted cash) and certain lease adjustments.
Net Debt (Excluding Leases) is defined as long-term debt, short-term debt, and bank overdraft less cash and cash equivalents, excluding restricted cash. This measure is used for purposes of our dividend policy.
5
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; |
| ● | our ability to obtain financing to meet the funding requirements of our capital investment programme, as well as our ongoing business activities; |
| ● | 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; |
| ● | statements regarding recent and proposed accounting pronouncements and their impact on our future results of operations and financial condition; |
| ● | statements of our business strategy, business performance outlook, plans, objectives or goals, including those related to products or services; |
| ● | statements regarding future competition, volume growth and changes in market share in the industries and markets for our products; |
| ● | statements regarding our existing or anticipated investments (including the Mozambique exploration and development activities, the ORYX 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; |
| ● | statements regarding our estimated oil, gas and coal reserves; |
| ● | statements regarding the probable future outcomes of litigation and regulatory proceedings and potential developments in legal and regulatory requirements including statements regarding our ability to comply with such future requirements; |
| ● | statements regarding future fluctuations in refining margins and crude oil, natural gas and petroleum and chemical product prices; |
| ● | statements regarding the demand, pricing and cyclicality of oil, gas and petrochemical product prices; |
| ● | statements regarding changes in the fuel and gas pricing mechanisms in South Africa and their effects on prices, our operating results and profitability; |
| ● | statements regarding future fluctuations in exchange and interest rates and changes in credit ratings; |
| ● | statements regarding total shareholder return; |
| ● | statements regarding our growth and expansion plans; |
| ● | statements and assumptions regarding our weighted average cost of capital; |
| ● | statements regarding our current or future products and anticipated customer demand for these products; |
6
| ● | 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 public health crises, and the measures taken in response, on Sasol’s business, results of operations, markets, employees, financial condition and liquidity; |
| ● | the effectiveness of any actions taken by Sasol to address or limit any impact of such public health crises on its business, people and operations; |
| ● | statements and assumptions relating to macro-economics including in relation to potential impact of public health crises; |
| ● | statements regarding climate change, climate change impacts, and our climate change strategies including strategies around disclosure and transparency of climate, energy efficiency improvement, greenhouse gas (GHG) emission reduction targets, our net zero emissions ambition and future low-carbon initiatives, including relating to alternative feedstocks, renewable energy, renewable fuels and sustainable aviation fuel; |
| ● | statements regarding our estimated carbon tax liability; |
| ● | statements regarding cybersecurity; |
| ● | statements regarding ongoing legal proceedings, including tax litigation and assessments; and |
| ● | statements of assumptions underlying such statements. |
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 public health crises, 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; |
| ● | imposition of tariffs in countries we export to; |
| ● | the political, social and fiscal regime and economic conditions and developments in the world including sanctions, especially in those countries in which we operate; |
| ● | the outcome of legal proceedings including tax litigation and assessments; |
| ● | our ability to maintain key customer relations in important markets; |
| ● | our ability to improve results despite increased levels of competition; |
| ● | our ability to utilise our oil, gas and coal reserves as anticipated; |
| ● | the continuation of substantial growth in significant developing markets; |
| ● | the ability to benefit from our capital investment programme; |
7
| ● | the accuracy of our assumptions in assessing the economic viability of our large capital projects and growth in significant developing areas of our business; |
| ● | the ability to gain access to sufficient competitively priced gas, coal and other feedstocks and/or other commodities; |
| ● | 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; |
| ● | our success in continuing technological innovation to address climate change risks; |
| ● | the success of our Broad-Based Black Economic Empowerment (B-BBEE) ownership transactions; |
| ● | our ability to maintain sustainable earnings despite fluctuations in oil, gas and commodity prices, foreign currency exchange rates and interest rates; |
| ● | our ability to maintain sufficient levels of cash at all times; |
| ● | our ability to attract and retain sufficient and adequately skilled employees; |
| ● | the risk of completing major projects within budget and schedule; and |
| ● | our success at managing the foregoing risks. |
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”.
8
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; |
| ● | the applicable rules under the relevant South African legislation which regulate the recognition and enforcement of foreign judgements in South Africa; and |
| ● | 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). |
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 impact 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 the information discussed in this Form 20-F 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 and variability in petrochemical and refined product margins, supply and demand may adversely affect our business, operating results, cash flows and financial position; |
9
| ● | Our coal and natural gas reserve estimates may be materially different from the 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 adequate to sustain our business and/or enable growth; |
| ● | We may not be able to exploit technological advances quickly and successfully enough, or competition may develop superior technologies; |
| ● | We may not be able to integrate or optimise the use of new technologies in a timely manner, which may place us at a competitive disadvantage against other industry players; and |
| ● | Our insurance may not sufficiently cover damage or other potential losses, thereby impacting our business and financial position. |
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; |
| ● | We may not achieve our business plans to deliver sufficient positive cash flow available for debt service, given the magnitude of debt; |
| ● | 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; |
| ● | Fluctuations in exchange rates may adversely affect our business, operating results, cash flows and financial position; and |
| ● | Certain factors may result in the recognition of asset impairment charges, which could negatively impact our financial position. |
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; and |
| ● | Our global asset base and market footprint expose us to negative impacts of tariffs and/or trade barriers that may inhibit our ability to place products across regions. |
Risks related to our capital investments
| ● | We may not achieve projected benefits of acquisitions or divestments; |
| ● | Our projects and 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 anticipated; |
| ● | The concentration of service providers supplying the oil and gas industry and the developing supplier market in Mozambique may adversely affect our business or our operations; |
| ● | Exposure related to significant investments in associates and joint arrangements may adversely affect our business, operating results, cash flows and financial position; and |
| ● | We may not pay dividends or make similar payments to shareholders in the future due to various factors. |
Risks related to the safety and reliability of our operations
| ● | Constraints in the supply of water and electricity, utility cost increases in excess of inflation, 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, litigation, and industry and value chain-related operational interruptions; and |
| ● | Our facilities may also be subject to disruptions. |
Risks related to legal, regulatory and governance matters
| ● | Our shareholders might lose confidence in our financial and other public reporting if we continue to identify material weaknesses, and fail to maintain an effective system of internal |
10
| control over financial reporting (ICFR) which in turn may adversely affect the price of our securities; |
| ● | Actual or alleged non-compliance with regulatory requirements could result in criminal, administrative or civil enforcement and associated sanctions and/or harm our reputation and negatively impact our license 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; |
| ● | Changes in environmental, health, safety, hazardous chemical and other laws, legislation and public opinion may adversely affect our business, operating results, cash flows and financial position; |
| ● | We are subject to risks associated with litigation and regulatory proceedings; and |
| ● | Intellectual property risks may adversely affect our freedom to operate our processes and sell our products and may weaken our competitive advantage. |
Risks related to our sustainability
| ● | The effectiveness of our strategy to respond to climate change, including compliance with evolving regulatory requirements, our adoption of policies and implementation of plans to reduce GHG emissions as well as other pollutants while adequately disclosing related risks, strategies and impacts, is subject to uncertainties and related regulatory and public scrutiny. This scrutiny could negatively impact our reputation and result in environmental claims adversely impacting 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; and |
| ● | The assumptions we have used to test our resilience to climate change may be incomplete, evolve over time, or ultimately prove to be incorrect, and we may not be able to accurately ascertain our vulnerability to climate change. |
Risks related to health, including public health crises
| ● | Our global operations expose us to public health crises which may adversely affect our workforce, our access to external labour 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
| ● | We may be unable to attract, retain and / or develop required critical skills to support current and future business requirements. |
Risks related to our American Depositary Receipts (ADR or ADRs)
| ● | The ability of ADR holders to exercise voting rights may be limited; |
| ● | Holders of Sasol ordinary shares or American Depositary Shares (ADSs or ADS) may be diluted 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); |
| ● | Sales of substantial amount of Sasol ordinary shares or ADSs could adversely affect the prevailing market price of the securities; and |
| ● | As a foreign private issuer, Sasol is subject to different disclosure requirements than US domestic issuers, and investors may receive less information about the Company. |
Risks related to our business
Cyclicality and variability 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 monomers, polymers, solvents, surfactants and fertilizers trend in a cyclical manner
11
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, have had and may continue to 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 cost, insufficient volumes impacting the competitiveness of our cost structure (for any or all of our products) and ability to meet demand, sub-optimal inventory levels, supply chain disruptions, 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.
Our coal and natural gas reserve estimates may be materially different from the quantities and qualities that we eventually recover or ultimately make use of
Our reported coal 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 at the specific time collected (which if changed, may require us to lower the estimated mineral reserves and mineral resources), 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 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” herein.
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 PSA assets and 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. Economic viability as well as capital availability 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, which has been in operation since 2004, has started to decline. The installation of new wells and compressors is expected to temporarily pause the decline but will not fully prevent it in the long term. At the moment, the rate of decline remains uncertain. In addition to PPA investments, any investment made in the PSA has significant subsurface 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 in accordance with 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 pursue our growth ambitions. Our
12
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 and successfully enough, or competitors may develop superior technologies
Many of our operations, including the manufacture of synthetic fuels and petrochemical products, are dependent on the use of advanced technologies. The development, commercialisation and integration of the appropriate advanced technologies can affect, among other things, the competitiveness of our products, the continuity of our operations, our feedstock requirements and the capacity and efficiency of our production.
It is possible that new technologies or novel processes may emerge and that existing technologies may be further developed in the fields in which we operate. Unexpected advances in employed technologies or the development of novel processes can affect our operations and product ranges and could render the technologies we utilise or the products we produce obsolete or less competitive in the future. Difficulties in accessing new technologies may limit our ability to implement 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 may 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, we anticipate using alternative feedstocks in the manufacturing of sustainable products, however, this will depend on the affordability of production technologies, the scale of renewable energy roll-out, our ability to procure the necessary technology cost effectively as well as customer demand for sustainable products. Our effort to transition 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 – The effectiveness of our strategy to respond to climate change, including compliance with evolving regulatory requirements, our adoption of policies and implementation of plans to
reduce GHG emissions as well as other pollutants while adequately disclosing related risks, strategies and impacts, is subject to uncertainties and related regulatory and public scrutiny. This scrutiny could negatively impact our reputation and result in environmental claims adversely impacting 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 - Transitional risk, access to low-carbon opportunities.”
We may not be able to integrate or optimise the use of new technologies in a timely manner, which may place us at a competitive disadvantage against other industry players.
We continue to invest in and explore the integration of artificial intelligence (AI) capabilities across our operations. Should we be unable to successfully leverage the opportunities presented by AI and any other such new technological advances or should our governance processes prove to be insufficient to support the AI opportunities available to us, benefits of the implementation of any new such technologies may not materialise.
Meeting evolving industry requirements, including the increasing use of AI and machine learning technologies, and successfully integrating identified AI opportunities in a timely manner are significant factors in determining our competitiveness and success.
AI and machine learning technologies continue to evolve rapidly and the introduction and incorporation of AI technologies may result in unintended consequences or new or expanded risks and liabilities, including (i) adverse impact from deficient, inaccurate, or biased AI recommendations, (ii) AI technologies the Company develops and adopts becoming obsolete earlier than planned, leading to there being no assurance that the Company will realise the desired or anticipated benefits, (iii) use of AI applications increasing the risk of cybersecurity incidents, such as through unintended or inadvertent transmission of proprietary or sensitive information, or (iv) any laws, regulations or industry standards adopted in response to the emergence of AI, such as the EU’s AI Act, becoming burdensome.
13
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 the appointment of creditworthy service providers and procure appropriate insurance cover for property damage and business interruption for our production facilities. We aim to obtain insurance policies to cover the above at acceptable deductible levels and acceptable commercial premiums. However, cover for all loss scenarios may not be available on acceptable terms or at commercial rates, and we cannot give any assurance that the insurance procured for any particular year will sufficiently cover all potential risks 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 debt capital and ability to repay, extend or refinance our existing debt or access future debt 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 risk of a prolonged surge in global inflation and interest rates; |
| ● | poor financial and operational performance, including a reduction in operating cash flows, changes to our net debt-to-EBITDA ratio as applied to our covenant calculations; |
| ● | a low share price and consequent low market capitalisation, which may result in a high multiple of debt to market value of equity which negatively impacts market confidence; |
| ● | prolonged dislocation in the financial and capital markets resulting in inability to access global debt capital markets for the purpose of refinancing maturing debt; |
| ● | insufficient cash flow available for debt service in the future reporting periods or inadequate cash generation in relation to debt to support our existing debt on the balance sheet; |
| ● | prolonged periods of low oil and chemical prices and product margins; |
| ● | prolonged periods of a stronger rand against the US dollar, adversely affecting operating cash flows, liquidity and debt-service capacity; |
| ● | inherent business risks, including unplanned production outages, supply chain disruptions, and higher-than-anticipated capital requirements to sustain operations and projects; |
| ● | climate change and environmental, social and governance (ESG) strategy concerns, which may restrict the availability of bank loans or limit our access to the local and global debt capital markets; |
| ● | obligations under guarantees may limit the ability to obtain debt or result in being called upon to satisfy the guarantee in the event of a default by an obligor; |
| ● | changes in financial market regulation; and |
| ● | adverse global events including the impact of public health crises, tariffs and geopolitical conflicts, such as the recent impact on our access to debt capital markets from the USA/Israel-Iran war. |
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, as defined in the credit facility agreements. These restrictive covenants could limit our operating and financial flexibility, and failure to comply with any covenant may enable lenders to accelerate our repayment obligations.
Our operating cash flows 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
14
of our existing and future projects and our overall operating performance. Should these projects proceed, additional funding capacity may be required to meet the funding requirements of these projects and to maintain ongoing business activities. Should available capital not be allocated firstly to refinancing and extending existing debt maturities (to the extent they are not covered by cash flows), the funding deficit would impact our ability to continue as a going concern.
Further, we have incurred US dollar-denominated debt to fund certain US dollar-operated assets. To the extent the cash flows from these assets are insufficient to fulfil our debt obligations, rand cash flows and/or cash balances from the Company may need to be utilised to repay such debt. US dollars may not readily be available to us when required, and 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 SARB ahead of proceeding with 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 of South Africa, including limits on our ability to retain the proceeds of such activity, or require further approval by the FSD prior to applying any of these proceeds 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” herein.
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, or adverse changes in our credit outlook such as S&P’s revision of Sasol Limited’s outlook to negative from stable in October 2025 could adversely affect our access to and the cost of funding.
There are factors that may negatively impact the achievement of our set targets. These include, among others, negative macroeconomic developments or deterioration of market conditions, as well as the
impact of operational instability and failure to manage costs appropriately across our operating sites. Any cash flow improvements achieved may therefore differ significantly from the amounts currently being targeted. The actual improvements may only be targeted in countering inflation and macroeconomic developments and may not materialise as expected. 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.
We may not achieve our business plans to deliver sufficient positive cash flow available for debt service, given the magnitude of debt
There are factors that may negatively impact the achievement of the required cash flow for debt servicing. 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. 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.
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, geo-political conflicts, 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 margins as they are subject to local and international supply and demand fundamentals and other factors, such as macroenvironment 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.
15
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 feedstock costs and other global factors including changes in global product inventory, production capacity and availability of substitute products. Crude oil prices may be significantly influenced by macroeconomic conditions, global supply 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” herein 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 continues to be exacerbated by policy changes (such as gas price caps, tariffs, the promotion of electric vehicle sales and the phase out of new internal combustion engine vehicles), as well as significant geopolitical conflicts, including the Russia-Ukraine war and the USA/Israel-Iran war with its restrictions relating to the Strait of Hormuz which disrupt global energy markets. The USA/Israel-Iran war increases the risk of supply and market disruptions and may adversely affect Sasol’s global interests, assets and operations. For example, ORYX GTL was temporarily decommissioned due to the instability in the Middle East during 2026, however it has since started up again.
These factors, together with inflationary pressures from feedstock costs, shifting regulatory environments, supply chain impacts and uncertainties in monetary and trade policies, heighten the difficulty of forecasting commodity prices.
The macro-environment remains volatile, with key indicators (such as exchange rate, oil, feedstock cost and inflation) changing frequently and significantly. As we are unable to control the price at which these products are purchased or sold, fluctuations in prices, or 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 fuel 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 and Petroleum Resources, 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. Crude oil derivative financial instruments are used to mitigate the exposure to fluctuations in the price of crude oil from the time of loading until processing, but it does not mitigate the exposure to fluctuations in refinery margins.
Piped gas prices are regulated through the approval of maximum gas prices (MGP) by the National Energy Regulator of South Africa (NERSA). NERSA uses its MGP Methodology adopted from time to time as the guideline for assessing and deciding on maximum gas price applications by licensed traders. The most recent MGP Methodology was adopted by NERSA in January 2023. The NERSA MGP Methodology is subject to periodic review by NERSA and the adoption and implementation by NERSA of any revised methodology in relation to future gas price applications by Sasol Gas (Pty) Ltd could have an adverse effect on our business, operating results, cash flows and financial position. In addition, the ultimate 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” herein) 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 manage certain market exposures, these activities do not eliminate our sensitivity to long-term fluctuations in US-dollar oil and product prices and may themselves introduce additional risks, including basis risk, hedge ineffectiveness, counterparty exposure and potential opportunity losses. Our hedging activities do not protect against all differences in pricing trends among crude oil, chemicals and petroleum products and, as such, our exposure could result in reduced revenues and may have an adverse effect on our business, operating results, cash flows and financial performance. See
16
“Item 11—Quantitative and Qualitative Disclosures About Market Risk” herein.
Fluctuations in exchange rates may adversely affect our business, operating results, cash flows and financial position
The South African 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, most of the components of the BFP are US dollar-denominated and later 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$) exchange rate impact our financial leverage, profitability and estimated capital expenditure.
We also generate turnover and incur operating costs in US dollars, euros and other currencies.
As a result, fluctuations in exchange rates between the rand and the US dollar, and/or between the rand and the euro, among others, may have a material effect on our business, operating results, cash flows and financial position.
Furthermore, the rand exchange rate is affected by various international and domestic economic and political factors. The strengthening of the rand would have an adverse effect on our operating results, cash flows and financial position, essentially a stronger rand translates into less rand-based revenue received from products with rand sales at prices derived from dollar price reference points. However, given the significance of our foreign currency-denominated long-term debt, a weaker rand against the US dollar would have a negative impact on our gearing and result in a larger ZAR amount when the US$ debt is translated into ZAR. See “Item 5.A—Operating results” herein for further information regarding the effect of exchange rate fluctuations on results of our 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 effect of, among other factors, exchange controls. For more information regarding exchange controls in South Africa see “Item 10.D—Exchange controls” herein.
In addition, fluctuations in the exchange rates of the rand against the US dollar, euro and other currencies may 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.
Certain factors may result in the recognition of asset impairment charges, 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 and commodity price assumptions: Sasol’s operating results are heavily dependent on commodity prices, such as those for crude oil, natural gas, coal, ethylene and ethane. A significant decline in these prices, as well as adverse exchange rate developments, inflation, a decline in chemical prices and petroleum product prices and 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 exchange rates could lead to an impairment of assets denominated in foreign currencies; |
| ● | Environmental and carbon market regulations and instruments: Sasol’s operations are subject to environmental and carbon market 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 license to operate and impact Sasol’s financial results. Changes in carbon market regulations and instruments including the carbon tax rate, tax-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. |
17
| This could result in a reduction in the value of its assets and operations; |
| ● | 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; |
| ● | Business strategy: Sasol’s business strategy is subject to risks and uncertainties, and 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; |
| ● | 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; |
| ● | 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 failure to meet our strategic ambitions; |
| ● | Changes in cost of debt, risk-free rates, equity risk premium, betas, country risk premiums and capital structure, which may lead to changes in our weighted average cost of capital; and |
| ● | A sustained decline in Sasol’s market capitalisation below the carrying value of its net assets may be considered an external indicator of impairment and could trigger impairment testing under applicable IFRS. |
If any of these uncertainties occur, either alone or in combination, management may be required to recognise additional impairments, which would have a material adverse effect on our results of operations, and
financial position and negatively impact our share price.
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, geopolitical tensions, commodity price trends, emerging market sentiment swings and domestic socio-political and policy developments, could contribute to significant currency volatility.
Global economic conditions remain uncertain. Macroeconomic, trade (such as imposition and effects of tariffs internationally), 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. Moreover, any eventual recovery may prove slower than anticipated or not materialise, leading to a period of recession.
Political and social uncertainty
We have significant operations in Southern African, European, North American, Asian and Middle Eastern countries that are experiencing or have experienced political, social and economic uncertainty, in some cases having experienced recent instances of political and social unrest. For example, South Africa faces ongoing challenges to develop the country’s growth potential, reduce inequality, strengthen its public finances, combat corruption and address weaknesses at state-owned enterprises, particularly the national power- and transport utilities, Eskom Holdings SOC Limited (Eskom) and Transnet SOC Limited (Transnet, the state-owned rail, port, terminal and pipeline company), and other institutions. These factors remain a risk to South Africa’s business environment, sovereign credit rating outlook and future socio-economic stability.
18
In addition, economic and political instability in regions outside the jurisdictions in which we operate — including major geopolitical conflicts such as the Russia-Ukraine war and the USA/Israel-Iran war and its restrictions relating to the Strait of Hormuz – continue to introduce unavoidable uncertainties that have and could further negatively affect business costs and drive volatility in exchange rates, commodity prices, inflation and interest rates, as well as disrupt global supply chains. The USA/Israel-Iran war increases the risk of supply and market disruptions and may adversely affect Sasol’s global interests, assets and operations. Such events can materially affect global political, regulatory, economic and market conditions and may create instability in global energy markets 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 South African operations and Sasol’s gas operations in Mozambique are vulnerable to community disruptions, such as local community protests to obtain employment opportunities and procurement contracts. Following the 2024 election in Mozambique, instances of unrest and operational disruptions were experienced, such as community protests, temporary plant closures, damage to property, project delays, and employee safety concerns.
Further, government policies, laws and regulations of countries where we operate, or plan to operate in may change in the future. Such changes may be triggered by changes in government/public representatives due to the outcomes of elections in various countries/regions where we operate. In the past, governments in those countries have pursued, 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. 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. These risks may also include changes to tax or tariff regimes that adversely impact our business, as well as increased difficulty in obtaining or renewing
licenses and permits required to operate or expand in certain jurisdictions.
Sasol Mining (Pty) Ltd (Sasol Mining) holds various mining rights which incorporate undertakings made in connection with the 2018 Broad-Based Socio-economic Empowerment Charter for the Mining and Minerals Industry (the Mining Charter) and Social Labor Plan (SLP). In September 2021, the Pretoria High Court held that the Mining Charter is a policy instrument and does not have the force of law. As such, it set aside key provisions of the Mining Charter, including empowerment provisions, procurement, supplier and enterprise development targets. Notwithstanding this, Sasol Mining is encouraged and continues to operate in line with the objectives of the Mining Charter and SLP. Notwithstanding the judgment, certain Mining Charter and SLP commitments incorporated into Sasol Mining’s mining rights remain enforceable under the Mineral and Petroleum Resources Development Act, 28 of 2002 (MPRDA). Accordingly, Sasol Mining continues to monitor regulatory developments and maintain compliance with obligations contained in its mining rights, approved SLPs and other applicable regulatory instruments, a breach of which could have a material adverse effect on our business, operating results, cash flows and financial position.
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 Mozambique we are required to interpret and comply with certain local content requirements to be able to enhance our social license to operate in the domestic oil and gas industry. As a result, not understanding or complying with these local content requirements exposes Sasol to potential negative regulatory, financial and reputational risks, which may in turn cause a degradation of community relations and loss of competitiveness.
Further, we may not be able to ensure compliance with transformation requirements in the event of newly imposed regulations.
See “Item 4.B— Business Overview— Empowerment of historically disadvantaged South Africans” herein.
19
ESG practices, especially regarding equal opportunity have been increasingly subject to political controversy in the United States most recently as a result of the executive orders signed by the current US administration on 20 January 2025, and 21 January 2025 respectively, aimed at limiting equal opportunity initiatives in the workplace. Sasol’s policies and practices regarding equal opportunities and other ESG-related matters, including previously established goals and initiatives, or disclosures that may be required by non-US laws, may expose the Company to legal, reputational and other risks, including anti-ESG and anti-equal opportunities-related orders, investigations, legislation, litigation, media coverage and scrutiny, boycotts and negative publicity from investors and other stakeholders.
In addition, the JSE listing requirements mandate that listed companies have a board diversity policy addressing the promotion of the diversity attributes of amongst others, gender, race, skills, experience etc. Annually, the board must report on how it applied the policy of broader diversity in the nomination and appointment of directors. In addition, the Sasol Mining Shareholders’ Agreement (SHA), as contemplated in clause 17 of Sasol Mining’s mining right, sets out requirements relating to the composition of the Sasol Mining board of directors. In terms of the SHA, a certain shareholder is entitled to appoint up to 3 directors, the majority of whom must, until expiry of the duration period, be Black women, unless otherwise agreed to in writing by Sasol Mining Holdings (Pty) Ltd in its sole discretion. There can be no assurance that Sasol Mining will be able to recruit, attract and/or retain qualified persons to satisfy this requirement. A failure to comply with the board composition undertakings in the SHA may, in terms of clause 13 of the mining right, constitute a failure to honour an agreement, arrangement or undertaking which the Minister relied upon for conversion of the right, and could accordingly result in the cancellation of the mining right.
Sasol cannot predict what regulatory or other changes may occur in the future and may not be able to meet the conflicting expectations of some or all of its investors, customers, vendors, employees and other third parties (including government and state entities as well as non-governmental organisations) regarding various aspects of its business, including with respect to equal opportunity and other ESG matters.
Disruptive industrial action
While the Sasol employee relations landscape is relatively stable, the South African and Mozambican labour markets are typically volatile and can be characterised by major industrial action in key sectors of the economy, especially during the seasons of wage negotiations. The current socio-economic climate, fragile political landscapes, cost-of-living pressures and high unemployment rates increase this risk.
Jurisdictional and Sovereign Risk Factors
Country-specific risks that are applicable to the jurisdictions 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 and reliability of our operations—Constraints in the supply of water and electricity, utility cost increases in excess of inflation, as well as poor infrastructure may impact our operations”; |
| ● | lack of capacity (financial or otherwise) to deal with emergency response situations; |
| ● | terrorism threats; and |
| ● | geopolitical instability, such as in the Middle East. |
Our global asset base and market footprint expose us to negative impacts of tariffs and/or trade barriers that may inhibit our ability to place products across regions
Our global asset base and diversified market footprint expose us to adverse impacts from tariffs, trade restrictions, and protectionist policies. These barriers can limit our ability to efficiently place products across key regions, disrupt established supply chains, increase input costs, and reduce market access particularly in jurisdictions where Sasol operates manufacturing hubs or exports specialty chemicals and energy products.
In the United States, foreign trade policy continues to shift, with the imposition and expansion of tariffs creating significant uncertainty for global trade flows and supply chains. Recent actions include the introduction of a 12,5% Section 301 tariff on non-exempt South African manufactured goods and agricultural products, which replaces the earlier
20
temporary 10% Section 122 tariff. Sectors, including automotive items and steel and aluminium face higher sector-specific duties.
While we seek to mitigate the impact of tariffs on our business, they are having an adverse effect and we may not be successful in mitigating their impact. These policy shifts, together with the potential for retaliatory tariffs from other governments, contribute to volatility in commodity markets, inflationary pressures, and uncertainty in global financial conditions. Protectionist policies may also incentivise customers to relocate or restructure their supply chains, or require contractors and suppliers to do so, which could reduce demand for our products and adversely affect our competitiveness, operating model and financial performance.
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 variable 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, our existing shareholders may suffer dilution. Alternatively, we may choose to finance any future acquisitions through our existing resources, which could decrease our ability to fund future capital expenditure, expand our business and pay dividends.
Our projects and 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 anticipated
Our capital projects were and are subject to the risk of delays and cost overruns inherent to 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, geopolitical tensions or otherwise; |
| ● | unforeseen design and engineering problems, contributing to or causing late additions and/or increases to scope; |
| ● | unforeseen construction problems, including fraud and other unlawful activities; |
| ● | unforeseen failure of mechanical parts or equipment; |
| ● | unforeseen technical challenges on start-up causing delays in beneficial operations being achieved; |
| ● | misaligned sequencing and integration of project activities; |
| ● | unforeseen safety issues; |
| ● | labour disputes; |
| ● | inability to recruit or retain labour with the required expertise to execute the project/capital investment; |
| ● | lack of community support; |
| ● | inadequate workforce planning or productivity of workforce; |
| ● | inadequate change-management practices which are aligned with our business needs; |
| ● | natural disasters and adverse weather conditions, including excessive winds, higher-than-expected rainfall patterns, tornadoes, cyclones and hurricanes or pandemics; |
| ● | failure, or delay, to source equipment or materials by third-party suppliers and/or service providers; |
| ● | 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 |
21
| ● | delays in regulatory approvals and changes in compliance obligations, changes to regulations including changes to environmental regulations, construction and operating licenses, price and tariff determination methodologies and/or identification of changes to project scope necessary to ensure safety, process safety, and environmental compliance. |
For example, the development of projects such as the field development plan amendment of the PSA in Mozambique (which allows for flexible production from different reservoirs) involves capital-intensive processes carried out over long periods of time. Any cost overruns, schedule delays, reservoir performance issues, process safety incidents or adverse changes in assumptions affecting the viability of the project could have 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, 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 developing 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, global supply chain constraints and increased supply and demand for services has resulted in price increases. We rely on local 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 and ensure adherence to our corporate values and ethical standards, there is a risk that instances of unethical conduct may occur, and such instances could impact our reputation. If we identify that a service provider fails to meet these standards, such service provider may be required to 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
The development of 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. As a result, we have invested in a number of associates and joint arrangements, and we continue to consider such opportunities where appropriate.
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, litigation, sanctions and/or suspension of licenses which in turn may have a material adverse effect on our business, operating results, reputation, cash flows and financial condition, and may constrain the achievement of our growth objectives. In June 2025, the parent company of Prax South Africa (Pty) Ltd (Prax SA) entered into administration and was subsequently placed under liquidation in the UK. Prax SA is Sasol’s joint venture partner in the Natref refinery and further to its parent company’s difficulties, in October 2025 Prax SA went into business rescue. Certain commitments by the appointed business rescue practitioner have been put into place to support the business rescue plan and bridge Prax SA to an expected divestment of its Natref shareholding.
22
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” herein, the Company’s dividend policy takes into consideration various factors, including overall market and economic conditions, Sasol’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.
Risks related to the safety and reliability of our operations
Constraints in the supply of water and electricity, utility cost increases in excess of inflation, 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, electricity (both the generation and transmission of electricity) and inland water supply systems need to be maintained, upgraded and expanded, and in certain instances, such improvements may need to be funded 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 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.
Certainty of electricity supply remains critical to the operational plants. Although we have the capacity to generate around half of what we require at the South African operations, we remain dependent on a reliable national grid infrastructure for the supply of external
electricity from Eskom and renewable energy from independent power producers. Although the supply from Eskom remains stable with an improvement in operational performance, prices continue to increase above inflation, which have affected and may continue to affect our cash flows.
The availability of water is becoming increasingly constrained 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 secure, expectations are that pressures on the system may increase over time.
This may lead to issues of the imposition of restrictions on its use, specifically during periods of drought. Seasonal changes and ineffective management of water quality objectives when considering impacts of industry and other water users can result in a deterioration in the quality of water supplied from the IVRS. This in turn can lead to water used in our processes that is periodically of poor quality, resulting in increased treatment costs and higher water use. 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. 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, public health crises or extreme weather events may impact
23
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 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”.
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 rely on some of our own infrastructure and have other options available at our South African operations, we remain dependent on Transnet (for example, for exports from South Africa). Transnet often operates with delays and cancellations, impacting our ability to export our chemicals products timeously and thus resulting in financial losses and reputational damage.
We may face potential costs as well as harm to our reputation in connection with incidents causing property damage, personal injury or environmental contamination, litigation, and 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. This impact 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 disruptions (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 license to operate (including non-compliance with regulatory requirements, licenses 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. For example, on 4 January 2025, a fire occurred at the Crude Distillation Unit in the Natref crude oil refinery. While no personnel sustained any injuries, fire damage was sustained to instrumentation, electrical cabling, and piping in the immediate vicinity of the leak. This resulted in the Natref refinery not being operational for two months.
Due to the nature of our operations, 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, fail to conduct our operations without posing risks to third parties on our premises and to neighbouring communities or fail to enable safe product transportation, this could lead to injuries, loss of life, damage to property and work stoppages, halting production and harming our reputation. Such incidents may lead to authority inspections 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 negatively impact our license to operate. For example, in South Africa, section 54 of the Mine Health and Safety Act, 29 of 1996 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 temporarily stopped, resulting in significant production losses as well as reputational harm. Furthermore, 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” herein.
24
Our facilities may also be subject to disruptions
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 piped-gas business operates, there is no certainty that there will not be third-party encroachment (whether inadvertent or deliberate) along the gas pipeline, and such encroachment may cause significant interruptions to our operations and may cause physical harm to perpetrators.
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 forementioned or related factors could have a material adverse effect on our business, operating results, cash flows and financial position.
Risks related to legal, regulatory and governance matters
Our shareholders might lose confidence in our financial and other public reporting if we continue to identify material weaknesses, and fail to maintain an effective system of ICFR which in turn may adversely affect the price of our securities
Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for evaluating and reporting on the effectiveness of our system of internal controls. We identified six material weaknesses in our ICFR for the financial year ended 30 June 2025, two material weaknesses have been remediated and four material weaknesses which are still relevant as of the
date of this Form 20-F as have not yet been remediated. These material weaknesses, set out in “Item 15–– Controls and Procedures” herein, relate to the following:
| ● | lack of adequate resources and understanding of the application of ICFR, resulting in ineffective design and implementation of internal controls across the South African businesses particularly as it pertains to the level of precision and evidence of review, including the completeness and accuracy of the information relied upon; |
| ● | inadequate design and implementation of risk assessment processes, including those relating to the methodology for the process for determining material entities for internal control over financial reporting purposes; |
| ● | inadequate design and execution of controls over revenue recognition processes and supporting systems at the South African operations; and |
| ● | insufficient precision in determining the completeness and accuracy of information used in Southern African impairment processes. |
In relation to previously identified weaknesses, we have a remediation plan but cannot be certain whether it will be successful or when our material weaknesses will be remediated. We cannot be certain that our internal control over financial reporting or disclosure controls and procedures will be effective or ensure that we will 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, this 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 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
25
litigation that could have a material adverse effect on our business and our reputation.
Furthermore, if we are unable to maintain an effective system of internal control 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.
Actual or alleged non-compliance with regulatory requirements could result in criminal, administrative or civil enforcement and associated sanctions and/or harm our reputation and negatively impact our license to operate
Non-compliance with laws and regulatory requirements, particularly with anti-corruption and anti-bribery laws, sanction laws, environmental, safety, health and hazardous chemical laws, competition or anti-trust laws and data privacy laws have been identified as our top regulatory risks.
Anti-corruption and anti-bribery laws
Ethical misconduct and non-compliance with applicable anti-corruption/anti-bribery laws by Sasol employees or business partners could result in criminal or civil sanctions and could have a material adverse impact on our reputation, operations and license 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. We additionally face risks 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 program 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 the UK, and organisations such as the United Nations, the European Union and its member countries. Non-compliance with applicable sanction laws by Sasol employees or business partners could result in criminal or civil sanctions. Although we closely monitor developments in these sanctions programs, a violation of any of these sanctions 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 program and sanctions screening systems in place, there can be no assurance that we will comply at all times, particularly as the scope of certain laws may be unclear and subject to frequent amendments or differing interpretations.
Environmental laws and regulations
See “—Risks related to legal, regulatory and governance matters—Changes in environmental, health, safety, hazardous chemical and other laws, 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 Sasol to administrative penalties, civil claims and damages, including punitive damages. 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.
26
While it is our policy to comply with all applicable laws and we have related training and compliance programs in place for our employees and where applicable, business partners, 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.
Labor and Employment laws
Various parts of Sasol’s operations globally have employees who are members of trade unions or works councils. In South Africa and Europe, the right to strike is constitutionally protected. Should trade unions and work councils exercise this right based on legitimate legal grounds, or should they do so under arbitrary considerations, it could negatively affect our production and general operations.
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 programs. 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 AI, 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.”
Sasol’s increasing use of AI, machine learning, and automated decision-making technologies introduces emerging business, regulatory, and reputational risks. The rapidly evolving regulatory landscape, exemplified by the European Union AI Act as a prevailing global benchmark, heightens the need for robust AI governance and requires that our development, deployment, and use of AI comply with both privacy laws and applicable AI specific legislation and regulatory frameworks. Any shortcomings in the design, oversight, or use of these technologies, including unauthorised use by employees or the generation of inaccurate or biased outputs, may result in
heightened scrutiny, confidentiality or cybersecurity vulnerabilities, operational disruptions, or reputational harm. Failure to effectively manage these risks or to secure the necessary digital talent may adversely affect our business, competitive position, results of operations, and financial condition.
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 and 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.
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 programs, 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 responsibly, relying on our 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
27
our business, operating results, cash flows and financial position.
We could also be exposed to significant fines and penalties or enforcement measures, including legal action and 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.
The Mozambican Tax and Customs Authority is conducting tax and customs audits. The tax reviews are ongoing and we can provide no assurance that the outcome reached will be favourable to us and that penalties (to the extent imposed) will not be significant. However, the customs reviews have been concluded with no material impact for Sasol. Depending on the final assessments issued for income tax, Sasol could be exposed to additional income tax, interest and penalties. The ultimate financial impact remains uncertain at this stage.
Ownership rights
In Africa, ownership rights in respect of land and resources are uncertain, giving rise to potential disputes or other community disagreements. The impact of these related disputes is not always predictable and may cause disruption to our operations or development plans.
Legal and regulatory uncertainties
Inconsistency of enactment, interpretation, and application 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 our cost of operations.
Further, legal and regulatory uncertainties could result from changes in regulatory and legal policies of governments and/or delays in the implementation thereof. 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
Some South African mining legislation is currently under review and subject to repeal and replacement. For example, once promulgated, the Upstream Petroleum Resources Development Act, 23 of 2024, assented to by the President of South Africa on 24 October 2024 will repeal and replace petroleum-related matters currently governed by the MPRDA. Such changes, depending on their nature, may impact our operations resulting in higher cost of production and higher compliance costs.
Another example is the Mining Charter, which contained more stringent compliance criteria than the previous mining charters, especially in respect of applications for new mining rights and the requirements in respect of the procurement of mining goods. The Mining Charter had a two-fold material adverse effect on Sasol Mining: firstly, it led to a higher cost of production, and secondly, it increased the risk of being non-compliant with the requirements of the Mining Charter.
Amendments to the MPRDA, associated regulations to be promulgated, the Financial Provisioning Regulations, published pursuant to the National Environmental Management Act, 107 of 1998, and the Mining Charter may have a material adverse effect on our business, operating results, cash flows and financials. The Draft Mineral Resources Development Bill, 2025 (the Draft Bill) was published on 20 May 2025 for public comments, with the comment period subsequently closing after the prescribed timeframe. It is at this stage unclear whether the Draft Bill will be enacted in its current form or whether it will be amended pursuant to the comments received. The Draft Bill contains aspects which may have an impact on the business but which impact cannot be assessed with certainty at this stage. These include a new provision that certain transformation-related matters will in future be contained in regulations. The contents of these regulations are however not yet known. The prescribed penalties for certain offences in terms of the Draft Bill have been substantially increased to 5% of annual turnover for some offences and 10% of annual turnover for other offences. See “Item 4.B—Business overview—Regulation—Empowerment of historically
28
disadvantaged South Africans—The Mining Charter” herein.
Legislation in relation to petroleum and energy activities
Legislation in South Africa in relation to petroleum and energy activities, such as the Petroleum Products Act, 120 of 1977, as amended from time to time (the Petroleum Products Act), entitles the Minister of Minerals and Petroleum Resources 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 licenses 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 license conditions and/or the provisions of the Petroleum Products Act.
Sasol’s operations in the Island View precinct are exposed to regulatory and commercial uncertainty arising from South Africa’s Section 79 Directive issued under the National Ports Act, 12 of 2005. The Section 79 process for the industry has concluded, with Sasol’s Berth 9 asset being exempt from the directive and expected to continue operations through a wayleave application. However, the objective of the directive will still be implemented with 15% of the throughput capacity at the berth and connected white product storage being made available for CEF and new entrants at acceptable commercial rates. Proposals for expanded third party and CEF access, along with CEF’s non-negotiable participation requirements, may impose additional obligations and constrain operational flexibility and risk to our commercial market share.
In South Africa, the Gas Act, 48 of 2001 (the Gas Act), currently under review, in addition to allowing NERSA to approve gas transmission tariffs and maximum gas prices, also provides NERSA with the authority to issue licenses for the construction and operation of gas pipelines and to impose fines and other punitive measures for failure to comply with the license conditions and/or the provisions of the Gas Act. Any non-compliance with NERSA decisions regarding gas pricing could impact our license 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 environmental, health, safety, hazardous chemical and other laws, 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, safety, hazardous chemical and other laws and 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” herein.
Stakeholder challenges in relation to environmental legislation
One of our most material challenges is ensuring that we remain able 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 thresholds and reduction commitments, climate change management and disclosure obligations as well as water, waste and chemicals management requirements may introduce further 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 and regulations in some jurisdictions are already more established and mature than in others.
Any non-compliance may result in administrative, criminal or civil 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, having 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. This activity could increase over time, which could impede our ability to obtain or renew permits or result in more stringent compliance standards. In the past, we have experienced protests at our Annual General Meetings (AGMs) such
29
as at Sasol’s AGM on 17 November 2023, particularly regarding Sasol’s perceived climate and environmental impacts.
Further, our permits and operational licenses require input from stakeholders in certain of the jurisdictions in which we operate and there is a trend by activists to challenge the issuance or renewal of a company’s licenses 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, greenwashing concerns or allegations, environmental justice and public disclosure of strategies) could adversely impact the resilience of Sasol’s operations, reputation and our continued license to operate. See “Item 4.B—Business overview—Regulation” herein for more detail.
Compliance costs associated with additional or new regulation
The costs associated with compliance with additional or stricter 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— The effectiveness of our strategy to respond to climate change, including compliance with evolving regulatory requirements, our adoption of policies and implementation of plans to reduce GHG emissions as well as other pollutants while adequately disclosing related risks, strategies and impacts, is subject to uncertainties and related regulatory and public scrutiny. This scrutiny could negatively impact our reputation and result in environmental claims adversely impacting 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.”
In South Africa, the Highveld Priority Area Air Quality Management Plan published in March 2025 by the Department of Forestry, Fisheries and the Environment (DFFE) sets a 40% emission reduction target for air quality pollutants off a 2019 baseline for industries. There is uncertainty regarding whether this is an industry wide target to which industry emitters must collectively contribute to, or whether it is a
binding standard on individual industry emitters to be achieved by 2030. If the latter interpretation applies, it will pose non-compliance risks for Sasol’s operations in the Highveld Priority Area, South Africa.
See also the litigation matters, described under “Item 4.B—Business overview—Legal proceedings and other contingencies” herein.
The DFFE further published proposed amendments to the Listed Activities and Associated Minimum Emission Standards in terms of section 21 of the National Environmental Management: Air Quality Act, 39 of 2004. These include a proposed hydrogen sulfide limit in subcategory 3.6 for Rectisol off gas from 3500 mg/Nm3 to 600 mg/Nm3 which is regarded as not currently achievable with available technology, posing a compliance risk for the Secunda Operations if the standard is adopted.
In October 2025, amendments to the Hazardous Substances Act, 15 of 1973 (HSA) issued by the Department of Health in South Africa came into effect, introducing new licensing requirements for hazardous substances with the aim of reducing risks to public health and the environment. However, elements of the amended HSA are not aligned with the existing Hazardous Chemical Agents Regulations under the Occupational Health and Safety Act, 85 of 1993, and its scope and application remain unclear. This misalignment across regulatory requirements creates uncertainty regarding compliance obligations for our Energy and Chemicals businesses in South Africa. If the regulatory misalignments and ambiguities are not resolved before the implementation extension expires in September 2027, Sasol may face restrictions on the sale of certain products within the South African market as well as potential non-compliance risks (e.g. inspections, embargoes or seizure of products).
South Africa’s Clean Fuels 2 regulations, effective 1 July 2027, require the implementation of Euro-5-aligned fuel specifications (including reductions in sulphur content to 10 parts per million for petrol and diesel). While we are focused on ensuring compliance by 1 July 2027, which is the national implementation window, time and market constraints could affect both our and industry readiness as well as increase costs and, as such, we cannot provide assurances that the compliance window will be met.
At Sasol, systems and processes are in place, monitored and improved upon, to ensure our compliance with laws and regulations applicable to
30
Sasol and our obligations up and down the value chain. However, we cannot guarantee that we will be in compliance with all laws and regulations at all times. For example, non-compliance with environmental, health or safety laws and regulations may occur from system or human error in monitoring our emissions of hazardous 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 by our employees or service providers.
Public opinion of public health and safety
There is growing public opinion and awareness of the hazards to public health and safety associated with the manufacturing and use of chemicals and industries reliant on fossil fuels. This related social opposition 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 liabilities, due to our use, manufacture, transport and/or exposure to these materials and related emissions.
Any changes in environmental, health, safety and hazardous chemical laws and regulations, other legislation and public opinion may adversely affect our business, operating results, cash flow and financial position.
We are subject to risks associated with litigation and regulatory proceedings
As with most large corporations, we are from time to time a party in 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 litigation matters, described under “Item 4.B—Business overview—Legal proceedings and other contingencies” herein.
We could also face potential litigation or governmental investigations or regulatory proceedings in connection with the material weakness identified in our ICFR. See “—Risks related to legal, regulatory and governance matters—Our shareholders might lose confidence in our financial and other public reporting if we continue to identify material weaknesses, and fail to maintain an effective system of ICFR which in turn may adversely affect the price of our securities”.
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.”
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 weaken 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.
31
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 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 licenses 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 license 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
The effectiveness of our strategy to respond to climate change, including compliance with evolving regulatory requirements, our adoption of policies and implementation of plans to reduce GHG emissions as well as other pollutants while adequately disclosing related risks, strategies and
impacts, is subject to uncertainties and related regulatory and public scrutiny. This scrutiny could negatively impact our reputation and result in environmental claims adversely impacting 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.
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 need 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 taxes, carbon budgets, legislated GHG reduction targets and new or 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 other things, technology availability and cost. Delivering on emission reductions is particularly challenging in South Africa, where access to low-carbon energy is limited, related infrastructure is under-developed and just transition implications need to be considered. Further, if our competitors are more successful in implementing climate change mitigation responses and providing more sustainable solutions, their ability to secure market opportunities, attract financing, and strengthen stakeholder confidence may be enhanced, which in turn could support higher growth and profitability over time, and thus adversely impact our competitive position.
As part of the transition and shift away from carbon-intensive processes, certain currently operating mines could face closure in the future which could result in us incurring rehabilitation and reclamation costs sooner than we had otherwise planned, including the accelerated 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.
32
Access to low carbon resources, ability to exploit low-carbon opportunities, and our product carbon footprint
Delivery of our decarbonisation strategy highly depends on our ability to access low-carbon resources and feedstocks, to develop low-carbon technologies, to exploit low-carbon opportunities, and to negotiate favourable commercial terms related to such opportunities. Any inability to access such resources and feedstocks, to develop such technologies, and to exploit such opportunities on commercially favourable terms, or any inability to do so in a timely manner, could impact our future production and financial performance, and the pace of our transition to a less carbon-intensive business, and may lead to a loss of customers.
In addition, a failure to provide customers with a clear and credible plan that demonstrates how we will lower our so-called product carbon footprint; that is, the GHG emissions that are generated over the life cycle of a product from raw material extraction, manufacture and use, to disposal, reuse, or recycling, may result in the loss of key customers in Europe and other jurisdictions with pending product carbon footprint reduction requirements.
Carbon tax and carbon budgets
A carbon tax was implemented in South Africa on 1 June 2019 pursuant to the Carbon Tax Act, 15 of 2019. Since then, the tax rate has increased significantly from R120/tCO2e in 2019 to R308/tCO2e in 2026. This has increased the costs of our South African operations. In the second phase of the Carbon Tax Act’s implementation, the carbon tax rate will increase to R347 by 2027 and to R462 by 2030. The carbon tax is applicable to an entity’s scope 1 emissions for each calendar year with several allowances. The allowances reduce by a certain percent the rate of the carbon tax. The allowances may result in a reduction in an entity’s total carbon tax liability. The South African National Treasury, however, has indicated that the allowance regime may be changed in phase 2 of the Carbon Tax Act’s implementation and certain of the percent reductions to the carbon tax rate, which are currently permitted, may be reduced. Thes potential changes could have adverse carbon tax implications for our business.
Sasol’s gross carbon tax liability, including Natref’s proportion and before any offsets, for the 2024 calendar year was R1 821 million based on GHG emissions reported. The gross carbon tax liability,
including Natref’s proportion and before any offsets, for the 2025 calendar year was R1 770 million. The decrease in the carbon tax liability was largely attributable to the renewable energy premium deduction relating to renewable energy purchases. The gross carbon tax liability was settled in the form of offset purchases from third parties and electricity levy set offs, with the balance paid to the South African Revenue Services. Our carbon tax cost is expected to increase due to the annual increase in the carbon tax rate. Our ability to use carbon offsets to manage carbon tax exposure and support elements of our emissions roadmap depends on the availability of eligible, high-integrity credits at acceptable cost and within required compliance timelines. A limited domestic supply of suitable credits, delays in project verification or registry processes, changes in eligibility rules, or increased competition for credits could increase costs or reduce the extent to which offsets can be used.
In addition, mandatory carbon budgets are anticipated to be set by the South African government to support the country’s Nationally Determined Contribution (“NDC”) commitments under the Paris Agreement, aligned with the provisions of the Climate Change Act, 22 of 2024. Draft National Greenhouse Gas Carbon Budget and Mitigation Plan Regulations, including requirements for GHG mitigation plans and governance of activities subject to the regulations, as well as draft technical guidelines, were published for comment in August 2025. Once the carbon budget regulations are finalised and adopted into law mandatory carbon budgets will be enforced, with a potential higher tax rate applicable should the budget be exceeded, as well as criminal and administrative enforcement related to non-adherence to the commitments in an approved mitigation plan.
The higher carbon tax rate of R640/tCO2e for emissions exceeding the carbon budget was published on 1 April 2026, with the effective date yet to be published but expected to align with the implementation date of the carbon budget and regulations once finalised. Further, the risk of escalating standalone carbon prices and mandatory carbon budgets will be exacerbated should our fiscal instruments lack effective alignment.
In addition, while lower than 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.
33
The assumptions we have used to test our resilience to climate change may be incomplete, evolve over time, or ultimately prove to be incorrect, and we may not be able to accurately ascertain our vulnerability to climate change
Sasol continues to strengthen its understanding of physical climate-related risks to its business through the application of climate hazard modelling and the development of a structured physical climate risk quantification program. The climate hazard modelling undertaken by Sasol is primarily based on established climate science, including recognised global and regional climate model outputs, geospatial analysis and hazard assessment methodologies. Historically, downscaled climate modelling has been used to assess potential impacts on priority operational locations, including Secunda and Sasolburg in South Africa, Vilanculos in Mozambique, and Lake Charles in the United States, under a range of climate scenarios. These assessments have provided valuable insights into potential changes in temperature, rainfall patterns, water availability, and the frequency and severity of extreme weather events.
Building on this foundation, Sasol has initiated a formal process to enhance the quantification of physical climate risks at the asset level, including the evaluation of hazard exposure, operational vulnerabilities, potential financial impacts, and adaptation response options. This work is intended to support our risk management strategies, resilience planning, capital allocation, and climate-related disclosures.
Notwithstanding these efforts, physical climate risk assessments remain subject to inherent uncertainties associated with climate modelling, future emissions pathways, socio-economic developments, asset-specific vulnerability assumptions, and the availability and quality of underlying operational, environmental, and financial data. Furthermore, assessments may not fully capture all potential physical risks, including compound, cascading, or previously unidentified climate-related impacts across operations, infrastructure, supply chains, communities, and broader value chains.
There are also risks associated with the assumptions used to assess the potential impact of physical climate hazards on our operations and associated financial position. These include assumptions related to asset criticality, downtime, recovery periods, adaptation effectiveness, capital requirements, and future business conditions. Should
these assumptions prove to be inaccurate, incomplete, or materially different from future conditions, the effectiveness of planned adaptation measures, the estimated resilience of our operations, and the anticipated benefits of resilience investments could differ from anticipated outcomes.
In addition, future adaptation and resilience requirements may necessitate higher-than-anticipated capital expenditure, operational changes, or investment in new capabilities and infrastructure. Delays in implementation, evolving regulatory requirements, technological limitations, or constraints in funding and resources could impact Sasol’s ability to adapt effectively to the physical impacts of climate change over the long term.
Risks associated with achieving the 2030 GHG reduction target and 2050 net zero ambition.
South Africa’s NDC sets an economy-wide GHG emissions target range of 350–420 million tons (Mt) CO2e- by 2030, reflecting the country’s mitigation ambition under the Paris Agreement. This ambition was further strengthened in the recent NDC to United Nations Framework Convention on Climate Change for the 2031–2035 period, in which South Africa commits to reducing emissions to a range of 320–380 Mt CO2e by 2035, signalling continued decarbonization beyond 2030. 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 towards South Africa in 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 also have 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 achievement of our 2030 GHG reduction targets and 2050 ambition is primarily subject to the availability of capital to implement the emission reduction roadmap, the availability of sufficiently developed renewable energy projects and grid infrastructure to route renewable energy to our operations, our ability to access sufficient and cost-effective carbon offsets and the ability to access markets in the jurisdictions within which we operate and trade to enable the transition. It is also impacted by global supply chain challenges in the renewable energy
34
sector, the potential prohibitive costs of green hydrogen and electrolyzers, the lack of enabling policy and legal frameworks, and the need to balance people, planet and profit considerations, taking a just transition into account. In this regard, we can provide no assurances that Sasol’s plans to reduce GHGs pursuant to our roadmap or otherwise will be successful in a commercially viable manner or at all, including whether viable solutions will be available within the timeframe.
Additionally, the EU’s Carbon Border Adjustment Mechanism (CBAM) imposes carbon costs on imported goods—currently excluding chemical imports—from regions like South Africa, where carbon pricing is lower than in the EU. The CBAM definitive regime became effective on 1 January 2026, requiring importers to surrender CBAM certificates for embedded emissions. CBAM initially applies to a defined set of carbon intensive sectors aligned with those at highest risk of carbon leakage under the EU Emissions Trading System, namely cement, iron and steel, aluminium, fertilizers, electricity and hydrogen. As Sasol’s primary exports are fuels and chemicals, which are not included in the current CBAM product list, Sasol does not fall within the CBAM scope at this stage and is therefore not required to comply with CBAM obligations for 2026, although we cannot provide assurances that we will not fall within the CBAM scope in the future.
This mechanism places an additional cost burden on South African exports, particularly carbon-intensive sectors, potentially reducing competitiveness in the EU market. The recently proposed UK CBAM, expected to be introduced during 2027, could further increase our export costs, if implemented.
These carbon border mechanisms reflect a broader trend of climate-related trade regulation that exposes carbon-intensive exporters in South Africa to added economic risks, especially as the country’s energy sector remains heavily coal-dependent and emits high levels of GHG. Transitioning under such constraints remains challenging due to investment barriers, infrastructure bottlenecks and policy uncertainties.
Potential physical impacts of climate change
Climate change poses a significant risk for both our South African and global business due to potential physical impacts, including changes in weather patterns, water availability, and extreme
weather events such as extreme heat, fires, cyclones/hurricanes, tornadoes, flooding, rising sea levels and droughts leading to low water levels of rivers. These risks can materially impact our costs of operation, cause production outages and hinder our business growth. For our major operating sites (Secunda and Sasolburg in South Africa, Vilanculos in Mozambique, and Lake Charles in the US), updated climate modelling indicates that surface temperatures could increase by 1–4°C by 2050, with a higher frequency of extremely hot days, leading to operational challenges. Projected rainfall patterns vary by location:
| ● | South Africa (Secunda and Sasolburg): No significant change in average annual rainfall is expected, however, the frequency and intensity of extreme rainfall events are projected to increase, raising the risk of flooding and infrastructure damage; |
| ● | Mozambique: Rainfall is expected to increase, particularly during the wet season, potentially leading to more frequent and severe flooding. Additionally, tropical cyclones are projected to intensify, posing significant risks to our infrastructure and operations; and |
| ● | The US (Lake Charles): Rainfall patterns are expected to follow a similar trend to South Africa, with more extreme rainfall events. Additionally, hurricanes are likely to become more intense, increasing risks to facilities and necessitating enhanced disaster-preparedness. |
Sasol has experienced climate-related events that demonstrate the increasing relevance of such risks. For example, Mozambique experienced severe flooding in January 2026, associated with intense rainfall during the wet season as well as cyclone threats and occurrences in February 2026 that resulted in temporary operational disruptions to certain facilities, which were necessary to ensure the safety of employees and protection of infrastructure. Similar extreme weather events in recent years, including flooding, fires and cyclone-related impacts in Southern Africa, highlight the growing frequency and severity of climate-related hazards. These events may lead to production interruptions, increased maintenance and recovery costs, supply chain disruptions, and heightened operational risk, and are therefore considered within
35
Sasol’s ongoing risk management and resilience planning.
Climate change and ESG related laws and regulations
Climate change and ESG-related laws and regulations may threaten our license to operate (or ability to obtain new licenses to operate), result in stranded production and assets and substantially increase the cost of doing business, including from the imposition of higher carbon taxes. The enhanced focus on the evolving regulatory landscape concerning environmental protection, human rights, environmental justice and climate change are resulting in a more complex regulatory landscape and additional legal risks, from voluntary guidance to mandatory law (such as the adoption by the EU Council on 24 May 2024 of the Corporate Sustainability Due Diligence Directive which introduced mandatory supply chain due diligence requirements, to the imposition of carbon or similar taxes). Any reduction in our use of coal in favour of sustainable feedstock is likely to significantly increase the cost of production and reduce our profitability. For example, 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, South Africa. In transitioning to these lower 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
We face increasing requirements from regulators and investors on climate change and ESG issues including public disclosure on climate change risks and impacts associated with our operations. 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. Certain NGOs and other private actors have filed so-called greenwashing lawsuits under various securities and consumer protection laws alleging that ESG statements, goals, or standards of certain corporations were misleading, false, or otherwise deceptive.
In addition, the EU has adopted the Corporate Sustainability Reporting Directive (CSRD) and the European Sustainability Reporting Standards (ESRS), which impose reporting requirements for a broader set of companies on disclosure of company social and environmental data and associated impacts on such companies. The CSRD and ESRS have 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 of a company’s operations on other stakeholders), and introduce new third-party assurance obligations. Companies covered by the CSRD and the ESRS are required to comply with its new disclosure requirements. The requirements of the CSRD and ESRS 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.
The EU Omnibus Package 2025 as adopted on 24 February 2026 and published in the Official Journal of the European Union on 26 February 2026 significantly narrows the scope of the CSRD, delays certain reporting deadlines, simplifies value-chain and assurance requirements, and removes sector-specific ESRS in order to reduce regulatory burden on companies.
In addition, on 3 July 2026, the European Commission set out revised ESRS, simplifying the reporting requirements that had been introduced in previous versions of the ESRS. It being understood that these revised ESRS are subject to scrutiny by the European Parliament and the Council and are hence subject to change and may be further delayed, it is currently expected that the revised ESRS enter into force in November 2026 and apply to financial years beginning on or after 1 January 2027. We may need to dedicate additional resources to ensure compliance with these and any similar future additional requirements, some or all of which may require us to incur additional costs which could result in a material adverse impact on our business, operating results, cash flows and financial position. Although in the United States, the SEC has stepped back from implementing new climate change disclosure rules, such rules have been proposed or implemented in a number of US states. For instance,
36
California, New York, New Jersey, and Illinois, are introducing or strengthening climate related disclosure laws that require expanded reporting on emissions, climate risks and financial impacts. As Sasol operates and sells products in the United States, these state level requirements, some of which apply extraterritorially may result in additional mandatory disclosures, increased reporting complexity across jurisdictions and heightened exposure to compliance or litigation risks if standards diverge or are implemented rapidly.
Further, environmental activists, NGOs, and regulators increasingly scrutinise past and current corporate reporting on climate change risks and impacts. We may face regulatory penalties or face claims alleging 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 licenses or obtain new licenses to operate or potentially result in civil claims, fines and reputational damage.
Stakeholder activism and risk on maintenance of permits and operational licenses
Our GHG emissions and the use of coal as a key feedstock could also negatively impact our potential base of shareholders and our relationship with stakeholders, as well as our ability to source financing and/or financial markets and/or increase our cost of capital.
See “—Risks related to legal, regulatory, and governance matters—Changes in environmental, health, safety, hazardous chemical and other laws, legislation and public opinion may adversely affect our business, operating results, cash flows and financial position—Stakeholder challenges in relation to environmental legislation”.
Risks related to health, including public health crises
Our global operations expose us to public health crises which may adversely affect our workforce, our access to external labour, and impact business continuity, operating results, cash flows and financial position
Sasol’s global workforce, service providers, suppliers and customers are exposed to public health crises. These can impact their wellbeing and the safety and health of our employees and surrounding communities, with an associated direct or indirect effect on the safety and continuity of our operations. Public
health crises 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 public health crises 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, public health crises 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 AI, expands to include our financial, commercial, transacting and production systems, the cyber security risk increases. While Sasol has information security, data privacy and AI governance programs 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. As a global energy and chemicals organisation, we may also be subject to the risk of state-sponsored or climate-activist lead cyber-attacks. Cyber-attacks generated or strengthened by the use of AI pose a significant and growing risk, particularly as the use of advanced techniques such as deepfake audio and video for impersonation, phishing and data manipulation become popularised. 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 cyber-attacked, which in turn could result in the loss of certain of our data and impairment of our internal systems.
While no material losses related to the increased attempts on our information security systems
37
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 cybersecurity 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 personal 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
We may be unable to attract, retain and / or develop required 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 individuals with the 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 maintains focus on attracting, developing and retaining diverse, skilled and experienced employees (including critical or scarce skills like qualified scientists, engineers, project execution managers, artisans, operators; and employees in business and functional roles, including specialists required for our green economy and just transition strategies), slow hiring times due to a general scarcity of specialist skills may influence our ability to attract and retain talent with our required skill-set. 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 within some jurisdictions.
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. Sectorial targets set by the Employment Equity Amendment Act, 4 of 2022 (South Africa) may also impact our 2028 financial year employment equity targets.
Risks related to our American Depositary Receipts
The ability of ADR holders to exercise voting rights may be limited
Holders of ADRs may exercise voting rights in respect of the ordinary shares underlying their ADSs only in accordance with 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 do not receive notice of shareholder meetings directly from us. Instead, we provide notice of shareholder meetings to the Depositary in accordance with the Deposit Agreement. The Depositary, in turn, distributes voting materials to ADR holders, including information relating to matters to be voted on and instructions on how to direct the exercise of the voting rights attached to underlying shares, subject to applicable provision of the laws of South Africa and our Memorandum of Incorporation,
The Depositary will endeavour, in so far as practicable, to vote or cause to be voted the shares underlying the ADSs in accordance with the voting instructions received from the ADR holders. If an ADR holder does not provide voting instructions by the date specified, the Depositary will not vote or seek a proxy to vote the underlying shares on that holder’s behalf.
We cannot assure ADR holders that they will receive voting materials in sufficient time to submit voting instructions before the applicable deadline. In addition, the Depositary and its agents are not responsible for any failure to carry out voting instructions or for the manner in which those instructions are implemented. As a result, ADR holders may not be able to exercise their voting rights effectively and may have no recourse if the voting rights attached to the underlying shares are not exercised as instructed.
38
Holders of Sasol’s ordinary shares or ADSs may be diluted 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)
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 event of an equity offering with subscription rights, shareholders and ADS holders (“Holders”) 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 applicable laws. In particular, Holders located in the United States may be unable to participate in an offering unless it is registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or an exemption from registration is available. As a result, Holders of these shares in these jurisdictions may therefore suffer dilution should they not be permitted to, or otherwise elect not to, participate in future equity offerings with subscription rights.
Sales of substantial amount of Sasol ordinary shares or ADSs could adversely affect the prevailing market price of the securities
Trading volumes and liquidity of shares listed on the JSE may be lower than those of certain major international securities markets. As a result, it may be difficult for shareholders to sell large numbers of Sasol’s ordinary shares in a timely manner, especially through block trades. Sales of substantial amounts of Sasol ordinary shares or ADSs, or the perception that such sales may occur, could exert downward pressure on the prevailing market prices of those securities. Any resulting increase in the supply of shares available for sale, could cause the market price of Sasol ordinary shares or ADSs to decline.
As a foreign private issuer, Sasol is subject to different disclosure requirements than US domestic issuers, and investors may receive less information about the Company
Sasol is subject to the reporting requirements of the SEC and the NYSE that apply to “foreign private issuers”. These requirements differ from, and in certain respects are less extensive than, those applicable to US domestic issuers. For example, foreign private issuers
are not required to file reports and financial information with the SEC as frequently or as promptly as US domestic issuers subject to the reporting requirements of the Securities Exchange Act of 1934. As a result, investors may have access to less information, and may receive information less frequently, than they would in respect of a comparable US company. This may affect investors’ ability to make informed investment decisions.
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 3060. 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 energy and chemicals company. We harness our knowledge and expertise to integrate sophisticated technologies and processes into world-scale operating facilities. We strive to safely and sustainably source, produce and market a range of high-quality products globally, creating value for stakeholders. Our purpose “Innovating for a better world” guides everything we do and enables the delivery of shared value. It drives us to achieve outcomes across People, Planet and Profit, with the intent to be a force for good.
39
For details regarding the following sections, refer as indicated.
| ● | for information regarding our business overview, refer to “Integrated Report—Integrated value chains” as contained in Exhibit 99.4; |
| ● | for information regarding our strategy, refer to “Integrated Report— Strategy” as contained in Exhibit 99.5; |
| ● | for a description of the Company’s operations and principal activities refer to “Integrated Report—Integrated value chains” as contained in Exhibit 99.4; “Integrated Report—Delivering business value” 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 region 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 mostly not subject to seasonal fluctuations but tend to follow broader global industry trends and are therefore impacted by macroeconomic factors. Sasol operates globally and in many diverse markets, and accordingly, no element of seasonality is likely to be material to the results of Sasol as a whole. For further information regarding cyclicality, prices and demand, refer to “Item 3.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 Louisiana Integrated Polyethylene JV LLC (LIP JV) cracker. The pricing of most of these raw materials is influenced by global commodity market dynamics, primarily crude oil and energy prices, as well as prevailing supply and demand fundamentals.
For information regarding LIP JV, refer to “Item 4.B – Business Overview – Key Contracts”.
Marketing channels and principal markets
Our Mining segment supplies coal for internal consumption within the group. Our Gas segment sells gas through direct sales models and long-term marketing gas sales agreements. Piped gas is sold to wholesalers and end-users in South Africa.
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;
Our Chemicals Africa segment (Chemicals Africa) is comprised of our Base Chemicals and Differentiated Chemicals product divisions. Our Base Chemicals product division produces polymers, fertilisers and explosives, methanol, ammonia, gases and solvents, which are sold mainly to customers in South Africa with the exception of polypropylene and solvents 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. Our Differentiated Chemicals product division includes phenolics, wax, comonomers, safol, cobalt catalyst and carbon mainly exported to international markets for external sales or internal use.
Our International Chemicals business (International Chemicals) is comprised of two
40
segments, which are Chemicals America and Chemicals Eurasia containing two product divisions, base and differentiated chemicals. These product divisions include the four business divisions: Base Chemicals, Advanced Materials, Care Chemicals, and Technical Formulations, with the last three grouped under our Differentiated Chemicals product division.
Our four business divisions in International Chemicals provide specialised chemicals, commodity chemicals, or a combination of both to customers across diverse industries.
Base Chemicals
Base Chemicals manages the production and marketing of ethylene, ethylene oxide, ethylene glycol value chains and other derivatives, essential building blocks in the chemical industry. Its offerings cater to a broad array of industrial and consumer applications, and include polyethylene, a key plastic polymer. Notably, polyethylene is marketed on behalf of Sasol by Equistar Chemicals LP, an affiliate of LyondellBasell, showcasing the unit’s strategic partnerships and contribution to global supply chains. In the Chemicals America segment base chemicals division, the produced ethylene is either consumed internally for derivatives or sold to external customers in the US merchant market. Mono ethylene glycol is marketed and distributed on behalf of Sasol by a third party until 31 December 2026. Sasol intends to assume responsibility for marketing and distribution from 1 January 2027.
Advanced Materials
Advanced Materials specialises in developing high-purity alumina, a critical material with the ability to be engineered to meet precise physical and chemical requirements. Its alumina-based products are used in high-performance abrasives (like polishing and grinding), bio-ceramics for medical and technical uses, and catalyst carriers that support complex chemical reactions. Advanced Materials drives innovation by creating adaptable compounds for advanced manufacturing and technological breakthroughs.
Advanced Materials products are sold globally to customers within North America, Europe and Asia.
Care Chemicals
Care Chemicals is a global leader in producing essential components for cleaning and personal care solutions. Its portfolio includes linear alkyl benzene
(LAB), fatty alcohols, short-chain linear alpha olefins, and a robust surfactants portfolio, with the widest selection of C6+ alcohols in the world. These products are crucial for making household detergents, fabric softeners, skin cleansers, and pharmaceutical formulations. Care Chemicals plays a vital role in enhancing everyday hygiene and health across consumer and industrial sectors.
Care Chemicals products are sold mainly in the Americas, Europe and Asia.
Technical Formulations
Technical Formulations focus on versatile chemical inputs, this division integrates alcohols, alkyl benzene, solvents, esters, and surfactants into a leading alcohols player. Its products support key industries such as oil and gas, agriculture, metalworking, lubricants, construction, and textiles. By offering tailored chemical solutions, Technical Formulations ensures optimal performance and efficiency in highly specialised industrial applications.
Technical Formulations products are sold mainly in the Americas and Europe and Asia.
Factors on which the business depends
Intellectual property (IP)
Our IP supports Sasol’s competitive advantage. This comprises:
| ● | our proprietary technologies and products, including both patents and confidential know-how directed thereto; |
| ● | our intellectual capital embodied in our skilled, experienced and technically qualified employees, industry thought leaders and experts that enable Sasol to respond to the constantly changing environment; and |
| ● | our IP-related business processes and management systems. |
41
Intellectual Capital summary |
|
2026 |
|
2025 |
|
2024 |
Total worldwide patents held1 |
|
1 687 |
|
2 143 |
|
1 795 |
Investment in research and development |
|
R1 486 million |
|
R1 550 million |
|
R1 516 million |
1 Granted patents only, excludes pending applications.
| ● | Sasol’s International Chemicals business develops and markets a wide range of chemicals, some of which are specialty products or are produced via proprietary processes and therefore comprise areas of differentiation for Sasol. |
| ● | Sasol’s Southern Africa Energy and Chemicals business operates integrated value chains to produce fuels and a wide range of chemicals from coal and gas, which incorporate Sasol’s proprietary Fischer-Tropsch (FT) technology. |
| ● | Sasol is also pursuing opportunities worldwide to leverage our FT technology, know-how and expertise through licensing our technology to third parties, including to produce sustainable fuels and chemicals. |
We believe, based on our knowledge of the industry and publicly available information, that globally, Sasol has extensive experience in the application of FT technology on a commercial scale, refer to “Item 4.B – Business Overview – Key contracts”.
Key contracts
ORYX GTL, which is 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 1 December 2020, Sasol closed a transaction that created a 50% joint venture with LyondellBasell LC Offtake, LLC. As part of this transaction, Sasol entered into a marketing agreement with Equistar Chemicals LP, 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 30 November 2030.
Effective from 29 February 2024 when the relevant transaction closed, Sasol and Topsoe established a 50/50 joint venture Zaffra B.V. The purpose of Zaffra B.V. was to develop, build, own, and operate sustainable aviation fuel plants, and market sustainable aviation fuels derived from non-fossil feedstock, utilising green hydrogen, sustainable sources of carbon dioxide and/or biomass with a specific focus on Sasol’s FT and Topsoe’s related technologies. On 25 June 2026, the shareholders of Zaffra B.V. resolved to undertake an orderly wind-down of the joint venture’s activities.
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 is disclosed, where appropriate as guided by IFRS.
Further, from time to time, communities and non-governmental organisations challenge our environmental licences and related applications including regarding concerns with potential health, community and environmental impacts associated with Sasol’s activities.
42
South African Revenue Services (SARS) audit on Sasol Financing International plc (SFI)
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 R3,1 billion (including interest and penalties as at 30 June 2026), which is disclosed as a contingent liability.
SFI lodged an objection and appeal in the South African Tax Court (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 applications noted below.
Sasol had 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. In August 2023 the court dismissed both the SFI review applications. SFI appealed the decision which was heard by the South African Supreme Court of Appeal (SCA) on 25 November 2025. The decision of the SCA remains pending. 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
We previously reported that Sasol sought a dispensation in terms of Clause 12A of the Listed Activities and Associated Minimum Emission Standards (published in terms of section 21 of the National Environmental Management: Air Quality Act, 39 of 2004) for the Sulphur Dioxide (SO2) emissions from the boilers at the steam plants at its Secunda Operations (the Secunda Operations) to be regulated under alternative load-based emissions standards from 1 April 2025 onwards. On 5 April 2024, the Minister of Forestry, Fisheries and the Environment (the Minister) issued her decision on appeal permitting that load-
based limits be applied from 1 April 2025 up to 31 March 2030.
The Secunda Operations’ revised atmospheric emissions license accordingly enables continued lawful operations from 1 April 2025 to 31 March 2030. 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. The implementation of the integrated roadmap, as a condition of the decision, is contingent on SO2 also being regulated on a load-based limit beyond 31 March 2030. In light of this open issue and the conditions of the Minister’s decision, a further dispensation will likely be required as available in law, the outcome of which cannot be guaranteed. Absent such a dispensation, Sasol may face non-compliance challenges.
Highveld Priority Area Air Quality Management Plan
Sasol instituted legal proceedings in the High Court, Gauteng division, Pretoria on 19 September 2025 against the Department of Forestry, Fisheries and Environment and others. The primary objective is to obtain regulatory clarity on whether the 40% target in the Highveld Priority Area (HPA) Air Quality Management Plan (AQMP) is an industry wide target (i.e. which each impacted industry emitter must collectively contribute towards), or whether it is a reduction target (i.e. that is binding on each individual emitter and to be achieved by 2030). In the event of the court finding that the 40% is a binding target on individual emitters, Sasol will seek a review and setting aside of the HPA as alternative relief. The legal process is ongoing.
Legal review of NERSA Maximum Gas Price (MGP)
In 2013, NERSA approved an application from Sasol Gas regarding the MGP (the 2013 NERSA MGP Decision). In its July 2019 decision, the South African Constitutional Court (CC) 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 separate 2017 NERSA MGP decision on 3 May 2021.
After the CC 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
43
MGP Decision), which determined maximum gas prices for Sasol Gas for the period from March 2014 up to 2023. Sasol Gas resolved the resulting potential retrospective liability through commercial settlement agreements with its customers whose prices over this period were affected by the 2021 NERSA Maximum Gas Price decision.
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. On 20 June 2024, the High 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. On 02 June 2025 Sasol Gas was granted leave to appeal the decision to the SCA. The appeal will now proceed to the SCA at a date yet to be determined by the court. An adverse outcome in this matter may lead to further retrospective liability for Sasol Gas.
Alleged Gas Pricing Conduct Complaints to Competition Commission
During 2022, certain customers of Sasol Gas submitted complaints to the Competition Commission (the Competition Commission) relating to alleged pricing conduct prohibited by the South African Competition Act, 1998 (Act No 89 of 1998).
In response to this investigation, Sasol Gas in September 2022 launched a legal review application, to clarify the jurisdiction of NERSA and the competition authorities respectively, 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 CC. The CC refused leave to appeal on the basis of lack of reasonable prospects of success.
In July 2023 the Competition Commission made a referral of the complaints to the Competition Tribunal. Following the decision by the CC, the referral by the Commission of the price complaints will proceed before the Competition Tribunal. The pleadings in the matter have closed and Sasol Gas is preparing for the hearing of the matter, the date of which has not been determined yet. 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.
Gas Price Regulation in terms of the Gas Act 48 of 2001
In accordance with the NERSA gas price regulation authority in terms of the Gas Act, Sasol Gas periodically applies for MGP approval by NERSA in accordance with the applicable MGP Methodology adopted by NERSA from time to time. The most recent methodology is the MGP Methodology adopted by NERSA in January 2023. On 27 August 2026 NERSA took a decision on the Sasol Gas MGP application for the 2027 to 2030 financial years. In terms of this decision NERSA approved an MGP and quarterly adjustment method that will apply for the 2027 to 2028 financial years and deferred its decision on the 2029 to 2030 financial years MGP. This deferral is subject to the completion of a competition adequacy assessment by NERSA as contemplated in section 21(1)(p) of the Gas Act. NERSA will take its decision on the 2029 to 2030 financial years MGP pursuant to the Sasol Gas application after the completion of the competition assessment. Until the completion by NERSA of these processes, the ultimate outcome of the NERSA MGP decision for the 2029 to 2030 financial years cannot be predicted with certainty.
Gas Act Amendment Bill
The Gas Act Amendment Bill was gazetted on 13 April 2021 but has not proceeded through the 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 South African Competition Commission advised Sasol that a complaint had been lodged against Sasol, alleging excessive, exclusionary price increases and constructive refusal to supply arising from price increases for liquid sodium cyanide implemented by Sasol from around June 2021. In December 2025 the Commission advised Sasol that it had completed its investigation and requested Sasol to consider settlement. Sasol rejected this. In June 2026, despite the indication that the investigation had been completed, the Commission requested further information as part of its investigation. Sasol responded advising that the Commission had strayed beyond the scope of the complaint and that Sasol was therefore unable to respond.
44
Sasol Oil (Pty) Ltd / SFT Energy (Pty) Ltd Claims
Sasol Oil was party to an agreement for the supply of various liquid fuel product grades with SFT Energy. The duration of the agreement was 6 months, from July 2023 to December 2023. SFT launched two claims against Sasol: first, alleging a breach of Sasol Oil’s obligations to supply a particular volume of Diesel to SFT Energy for the duration of the agreement (Claim 1), and second, alleging that Sasol Oil acted wrongfully, unlawfully and maliciously in the pursuit of liquidation proceedings against SFT Energy (Claim 2).
In Claim 1, SFT Energy alleges that Sasol Oil breached the agreement in that it did not meet the Diesel orders as placed under the agreement and that Sasol Oil failed to notify SFT Energy of the events which resulted in Sasol Oil’s inability to supply the Diesel as required in terms of the agreement.
Based on the alleged breach of the supply agreement SFT Energy is claiming damages of R1,2 billion (plus interest from date of the summons). The claims relate to amongst others, loss of sales and claims of loss of financial facilities by SFT Energy. Sasol Oil is defending the claim.
On 12 August 2025 a summons for Claim 2 was served on Sasol Oil in connection with which SFT Energy is claiming damages of R2,2 billion (plus interest from the date of summons). In terms of the supply agreement between the Parties SFT Energy was indebted to Sasol Oil for the purchase of certain liquid fuel products. SFT Energy failed to make payment and Sasol Oil claimed on guarantees and insurance that were in place as security. The provider of the insurance pursued liquidation proceedings against SFT Energy, on a subrogated basis, in Sasol Oil’s name, flowing from the losses that it incurred in paying Sasol Oil under the insurance provided for SFT Energy’s indebtedness. SFT Energy alleges that Sasol Oil acted wrongfully, unlawfully and maliciously in the pursuit of the liquidation proceedings. Sasol Oil is defending Claim 2 as well.
Both Claims 1 and 2 are now in the judicial process, the outcome of which cannot be predicted with certainty.
Litigation of Sasol Mining in four litigation matters relating to occupational diseases
A judgement by the CC in 2011 confirmed the right of employees in the mining industry who contracted certain occupational diseases to claim damages from their employers. Similar cases have also been threatened against participants in the coal sector of the mining industry. As a result, Sasol Mining is currently the defendant in four 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 allegedly failed to comply with certain sections of the Mine Health and Safety Act (including certain regulations issued in relation to the Mine Health and Safety Act) and allegedly 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 Sasol’s 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 as of 30 June 2026.
The remaining three matters involve single plaintiffs and are also defended by Sasol Mining. In these two matters the legal process is also ongoing, and trials have not commenced.
45
Criminal proceeding under the National Environmental Management Act 108 of 1998, the National Environmental Management: Waste Act and the National Water Act against SSA
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 Limited (SSA) citing the company as the accused.
The company was charged with five counts relating to alleged contraventions by the Secunda Operations of 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.
On 15 July 2025, the State withdrew all the charges against the Company. However, the State can reinstitute the criminal prosecution on the same charges at its discretion. Currently there is no longer any pending prosecution against Sasol in respect of these charges, but the investigation of the matter by the authorities still continues. There is therefore a possibility that Sasol may be prosecuted again in the future.
Environmental obligation
Sasol’s environmental obligation accrued at 30 June 2026 was R14 504 million compared to R14 112 million at 30 June 2025. 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 1996 (the 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. In South Africa, we operate coal mines and a number of production plants and facilities for the storage, processing and transportation of raw materials, products and waste 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 HDSAs
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 for B-BBEE issued by the Minister of Trade and Industry in connection with the B-BBEE Act (the 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 connection with this legislation, issued in September 2024, for Sasol Limited is level 2, the same as in the previous year and SSA puts us at an improved contributor status of level 1. 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.
46
Sasol Khanyisa transaction
In phases from March 2018, Sasol implemented Sasol Khanyisa, a new B-BBEE ownership transaction 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 R6,4 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. Various provisions including provisions relating inter alia to the distribution of BEE ownership, ownership requirements regarding existing mining rights and the provision 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, have been set aside by the High Court pursuant to a legal challenge of various aspects of the Mining Charter.
The Upstream Petroleum Resources Development Act 23 of 2024
On 26 October 2023, the Upstream Petroleum Resources Development Bill was passed by the South African National Assembly (the National Assembly). Among key changes incorporated into the Bill were (a) 20% interest in exploration or production operations being allocated to the state free of payment and (b) a change to the licensing regime with exploration, which under the Bill is now regarded as part of the production period.
The Bill did not feature any fiscal provisions and a “Money Bill” is expected to be issued in the future by the National Treasury. The Upstream Petroleum Resources Development Act 23 of 2024 was finally assented to by the President on 25 October 2024. In terms of South African law, an act will only come into effect on a date to be fixed by the President by further proclamation in the Government Gazette which is likely to only occur after the regulations are finalised. The regulations were published on 14 April 2025 and are currently subject to a public consultation period. There is no estimated timeline for the finalisation of the consultation period.
Mineral and Petroleum Resources Development Act 28 of 2002
Sasol Mining is the holder of mining rights granted in terms of the provisions of the MPRDA.
The Department of Mineral and Petroleum Resources (DMPR) gazetted a draft Mineral Resources Development Bill (the MRD) on 25 May 2025 to amend the Mineral and Petroleum Resources Development Act. In addition to removing the references to Petroleum from the MPRDA to bring the MPRDA in line with the Upstream Petroleum Resources Development Act 23 of 2024, the MRD inter alia also contains amendments aimed at clarifying and streamlining the relationship between the MPRDA and the National Environmental Management Act 107 of 1998. Furthermore, the proposed amendments contained in the MRD substantially expand the authority of the Minister and introduce mandatory beneficiation requirements, transformation objectives, and transfer approvals, while introducing stricter consultation requirements and enhanced penalties.
47
Sasol Mining is carefully considering all the iterations of the MRD and participates directly, or through its membership of the Minerals Council, in the public commentary process relating to the MRD.
Liquid Fuel Charter
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 DMPR in concurrence with the Department of Trade and Industry initiated a process to establish a sector charter (the Petroleum and Liquid Fuels Sector Charter) to supersede the LFC in connection with 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 by the DMPR 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 DMPR 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.
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 waste. These operations are subject to numerous laws and regulations relating to safety, health and the protection of the environment.
Environmental regulation
The South African 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 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 2008, 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 on such media. The National Environmental Management: Waste Act specifically regulates the process for the management and remediation 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.
48
Apart from South Africa’s international GHG commitments, the Climate Change Bill was signed into law on 18 July 2024 and published as the Climate Change Act, 22 of 2024. The Act came into effect on 17 March 2025, save for the operative sections regarding carbon budgets yet to be proclaimed. The effective date for mandatory carbon budgets was expressly deferred to a later, unspecified date pending the publication of implementing regulations. An entity to which a carbon budget has been allocated must prepare and submit to the Minister, for approval, a GHG mitigation plan. Until the final regulations for carbon budgets are published, Sasol will continue to submit progress reports on its pollution prevention plans (mitigation plans) in terms of the National Pollution Prevention Plan Regulations (the Pollution Prevention Regulations) referred to below, which in the interim serve as the applicable regulations.
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 and second phase of the carbon budget process and received and agreed to its allocated carbon budget, which was in place until the end of calendar year 2025, pending implementation of the mandatory carbon budget and mitigation plan provisions. The National Greenhouse Gas Emission Reporting Regulations and the Pollution Prevention Regulations were promulgated in April and June 2017 respectively and subsequently revised. Sasol continues to submit its GHG data annually.
The Carbon Tax Act, 15 of 2019 was signed into law in May 2019 and came into effect on 1 June 2019. The Act imposes a tax on companies that operate facilities that emit GHGs at or above applicable carbon tax thresholds. 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 further information refer to “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 mixtures are provided for in various South African laws, regulations and
incorporated standards on the use, handling (including classification and labelling), storage and transport and preparation of such substances. These laws, regulations and standards are aligning with international commitments on safe chemicals management, including the GHS. Primary laws in this regard include the Hazardous Substances Act 15 of 1973 (the Chemicals Act) and the Hazardous Chemicals Agent Regulations under the Occupational Health and Safety Act 85 of 1993.
The Occupational Health and Safety Act 85 of 1993 is the overarching act that provides for the health and safety of persons at work and in connection with the use of plants and machinery. Sasol is subject to this act as an employer and by virtue of the nature of its operations including the operation of plants and machinery.
For information regarding our challenges associated with these regulatory requirements refer to “Item 3.D—Risk factors”.
European Operations
In Germany, Italy and Slovakia, 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, regulations and ordinances relating to safety, health and the protection of the environment, and non-compliance with these laws, regulations and ordinances could lead to a material adverse impact on Sasol’s ability to operate in these countries. In order to minimise the impact of current and future regulations on our European operation, 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.
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 Regulations, including registration and notification obligations that must be met before these substances can be brought onto the market. Hazardous substances and mixtures must be
49
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 laws, regulations and ordinances 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 are regulated at the federal, state, and local level relating to health, safety, the 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.
Hazardous substances are regulated pursuant to multiple federal laws including the Toxic Substances Control Act of 1978, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 and by a labelling standard that incorporates the requirements of the GHS 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.
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 by such operations. The law establishes strict liability for the holder of the right who causes environmental damage or pollution. These laws and regulations, including 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 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 oil and natural 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 Liquified Petroleum Gas (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 holding company 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
50
Middle East and India (Pty) Ltd, Sasol New Energy Holdings (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 debt, 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.
Southern Africa Energy and Chemicals 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.
Our Mining segment operates six collieries for the supply of coal to the Secunda Operations and Sasolburg Operations (utility coal only). 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) |
|
2026 |
|
2025 |
|
2024 |
Bosjesspruit |
|
Secunda |
|
Secunda Operations |
|
5,7 |
|
4,4 |
|
4,1 |
|
5,0 |
Impumelelo |
|
Secunda |
|
Secunda Operations |
|
5,0 |
3,5 |
|
3,8 |
|
4,3 |
|
Shondoni |
|
Secunda |
|
Secunda Operations |
|
5,4 |
|
5,2 |
|
5,6 |
|
5,8 |
Syferfontein |
|
Secunda |
|
Secunda Operations |
|
9,7 |
|
8,8 |
|
8,4 |
|
7,9 |
Twistdraai Thubelisha |
|
Secunda |
|
Secunda operations (1) |
9,0 |
|
7,4 |
|
7,5 |
|
8,1 |
|
Sigma: Mooikraal |
|
Sasolburg |
|
Sasolburg Operations |
|
1,2 |
|
1,0 |
|
1,0 |
|
1,2 |
|
30,3 |
|
30,4 |
|
32,3 |
|||||||
Production tons per section per shift including off-shift production (4) (t/sect) |
|
890 |
|
931 |
|
983 |
||||||
| (1) | The primary product from the Sasol Destoning Plant is sent 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 shortfalls. The mine workers are remunerated for this production on a cost per ton basis. |
51
Processing operations
Coal Destoning Business—Secunda Operations.
In 2025, the Twistdraai Export Plant underwent a conversion to a destoning plant to support Secunda Operations with coal from Twistdraai Thubelisha. The Sasol Destoning Plant (SDP) was officially commissioned in second quarter of the 2026 financial year with a design throughput of 10,5 Mt per annum. Sasol Mining retained its 4,2% shareholding in Richards Bay Terminal and is leasing the associated rail entitlement to external parties.
All run-of-mine coal from Twistdraai Thubelisha is transported via a network of overland conveyor belts to the SDP. A portion of the coal from Bosjesspruit Colliery, is trucked into the Thubelisha throw out area and loaded on the same conveyor belt. Following beneficiation in the SDP, the coal is transferred to the Sasol Coal Supply facility for blending prior to delivery 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 approximately 2,0 Mt. Sasol Coal supply also handles the coal purchased from independent coal producers which supplements the coal supply from Sasol Mining. 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 |
| ● | 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 2026.
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 Coalfield is considered to be structurally complex when compared to the other coalfields in South Africa where mining activities take place. As a result, Sasol 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 PreKaroo 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 devolatilisation 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. During the course of the year, Sasol
52
added a fourth rig to our fleet to further aid geological interpretation.
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, unless recovered to confirm the presence of dolerite intrusions. 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 aeromagnetically 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 collieries supplemented by the primary product from the destoning plant. The feed to the destoning plant is supplied mainly by Twistdraai Thubelisha Colliery, with a small portion of Bosjesspruit Colliery also being fed. The destoning plant is also fed with external coal purchases to supplement the Secunda Operations demand.
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 6.6.2 edition of the GEOVIA/ MINEX software. Reserves and composite qualities are computed using established and recognised geo-statistical techniques.
General stratigraphy
The principal coal horizon, the Number 4 Lower Coal Seam (C4L Seam), provides some 95,50% (2025—95,60%) of the total proved and probable reserves. The C4L 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 C4L Seam is a sub-bituminous hard coal, characterised by the following borehole statistics as of 31 March 2026:
| ● | 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 gradually 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 palaeohighs: |
| ● | the inherent ash content (air dried basis) is an average 27,86%; |
| ● | the volatile matter content is tightly clustered around a mean of 22,70% (air dried); and |
| ● | the total sulphur content (air dried), which primarily consists of mineral sulphur in |
53
| the form of pyrite and minor amounts of organic sulphur, averages 1,04% of the total mass of the coal. |
The other potential coal seam is:
The Number 2 Coal Seam located in Block 2 South, which has been included in our resource base, as a probable reserve.
Reserve estimation (remaining reserves at 31 March 2026)
We have approximately 3,0 billion tons (Bt) (2025—3,1 Bt) of gross in situ proved and probable coal reserves in the Secunda Deposit and approximately 0,99 Bt (2025—1,0 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. 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 and employed as Head of Geology for Sasol Mining 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, SRK Consulting, in August 2025. 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 SEC required 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.
The following internal controls are used in the exploration and mineral reserve estimation:
| ● | The Resources and Reserves document is compiled for approval by the Sasol Mining Board. 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 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.
54
Table 1.
Coal reserve estimations(1) as at 31 March 2026, in the Secunda area where we have converted mining rights (signed on 29 March 2010) in connection with the MPRDA.
|
Gross in |
|
|
Mine |
|
|
|
|
||||||||||
situ coal |
Geological |
layout |
Extraction |
Recoverable |
Beneficiated |
Ave Rom |
Ave Sales |
|||||||||||
resource(1) |
discount |
losses |
rate |
reserves(2) |
yield(3) |
Proved/ |
Cash Cost |
Cost |
||||||||||
Reserve area |
|
(Mt)(4) |
|
(Mt)(4) |
|
(Mt)(4) |
|
(%) |
|
(Mt)(4) |
|
(%) |
|
probable |
|
(R/t) |
|
(R/t) |
Shondoni colliery, number 4 seam |
|
285 |
53 |
40 |
49 |
121 |
|
100 |
|
Proved |
600 |
873 |
||||||
Bosjesspruit colliery |
|
81 |
5 |
51 |
59 |
23 |
|
100 |
|
Proved |
600 |
873 |
||||||
Bosjesspruit colliery |
|
38 |
2 |
9 |
45 |
0 |
|
0 |
|
Probable |
600 |
873 |
||||||
Syferfontein colliery |
|
346 |
58 |
82 |
61 |
124 |
|
100 |
|
Proved |
600 |
873 |
||||||
Alexander Block |
498 |
100 |
74 |
46 |
107 |
100 |
Proved |
600 |
873 |
|||||||||
Alexander Block |
— |
— |
— |
— |
16 |
100 |
Probable |
600 |
873 |
|||||||||
Twistdraai Thubelisha colliery |
|
487 |
92 |
48 |
51 |
195 |
|
P69 |
|
Proved |
600 |
873 |
||||||
Impumelelo, Block 2, number 4 seam |
|
641 |
96 |
83 |
49 |
189 |
|
100 |
|
Proved |
600 |
873 |
||||||
Block 2 South, number 4 seam |
|
363 |
98 |
49 |
54 |
123 |
|
100 |
|
Probable |
600 |
873 |
||||||
Block 2 South, number 2 seam |
|
133 |
36 |
18 |
54 |
45 |
|
100 |
|
Probable |
600 |
873 |
||||||
Block 3 South |
|
141 |
38 |
19 |
57 |
52 |
|
100 |
|
Probable |
600 |
873 |
||||||
Total Secunda area |
|
3 013 |
|
995 |
Table 2.
Coal reserve estimations(1) as at 31 March 2026, in the Sasolburg area where Sasol Mining has converted mining rights (signed on 29 March 2010) in connection with the MPRDA.
|
|
Ave |
||||||||||||||||
Gross in |
|
Mine |
|
Rom |
Ave |
|||||||||||||
situ coal |
Geological |
layout |
Extraction |
Recoverable |
Beneficiated |
Cash |
Sales |
|||||||||||
resource(1) |
discount |
losses |
rate |
reserves(2) |
yield(3) |
Proved/ |
|
Cost |
Cost |
|||||||||
Reserve area |
|
(Mt)(4) |
|
(Mt)(4) |
|
(Mt)(4) |
|
(%) |
|
(Mt)(4) |
|
(%) |
|
probable |
|
(R/t) |
|
(R/t) |
Sigma Mooikraal |
|
150 |
|
13 |
|
34 |
|
52 |
|
18 |
|
100 |
|
Proved |
828 |
976 |
||
Total Mooikraal area |
|
150 |
|
|
|
|
|
|
|
18 |
|
|
|
|
| (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% refers to the destoned product yield from the recoverable coal reserve, which will be supplied to the Secunda Operations factory. 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. |
55
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 connection with the MPRDA.
|
|
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 |
|
20,3 |
1,0 |
|
Bosjesspruit colliery |
|
Wet |
|
3,9 |
|
n/a |
|
Assigned |
|
Steam |
|
19,1 |
0,8 |
|
Syferfontein colliery |
|
Wet |
|
4,7 |
|
n/a |
|
Assigned |
|
Steam |
|
22,6 |
0,9 |
|
Twistdraai Thubelisha colliery |
|
Wet |
|
4,4 |
|
n/a |
|
Assigned |
|
Steam |
|
20,7 |
1,1 |
|
Impumelelo, Block 2, number 4 seam |
|
Wet |
|
3,7 |
|
n/a |
|
Assigned |
|
Steam |
|
19,1 |
1,3 |
|
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 |
|
17,6 |
0,7 |
|
Block 3 South |
|
Wet |
|
3,6 |
|
n/a |
|
Unassigned |
|
Steam |
|
22,7 |
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 connection with of the MPRDA.
|
|
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 |
|
3,9 |
4,0 |
Assigned |
Steam |
18,3 |
0,8 |
|||||
Syferfontein colliery |
|
Wet |
|
4,7 |
4,3 |
Assigned |
Steam |
21,6 |
0,9 |
|||||
Twistdraai Thubelisha colliery |
|
Wet |
|
4,4 |
4,7 |
Assigned |
Steam |
19,8 |
1,1 |
|||||
Impumelelo, Block 2, number 4 seam |
|
Wet |
|
3,7 |
4,0 |
Assigned |
Steam |
18,4 |
1,2 |
|||||
Alexander Block |
Wet |
4,5 |
4,5 |
Unassigned |
Steam |
20,6 |
0,8 |
|||||||
Block 2 South, number 4 seam |
|
Wet |
|
4,1 |
3,1 |
Unassigned |
Steam |
17,6 |
1,1 |
|||||
Block 2 South, number 2 seam |
|
Wet |
|
3,6 |
2,7 |
Unassigned |
Steam |
17,1 |
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 connection with the MPRDA.
|
|
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 |
|
19,7 |
|
0,6 |
56
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 connection with the MPRDA.
|
|
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 |
|
18,9 |
|
0,5 |
Table 7.
Coal resource estimations (1) as at 31 March 2026, in the Secunda area where we have converted mining rights (signed on 29 March 2010) in terms of the MPRDA.
|
|
|
Heat |
|
Average |
|
|
|||||
Value |
Inherent |
Volatile |
||||||||||
Gross in situ |
(air dry |
Moisture |
Sulphur |
Matter |
||||||||
Resource |
Coal Resources |
basis) |
Content |
(air dry basis) |
(air dry basis) |
|||||||
Reserve block |
classifications |
(mt) |
MJ/kg |
% |
% |
% |
||||||
Shondoni Colliery C2 |
Indicated |
61 |
17,7 |
3,4 |
1,3 |
22,8 |
||||||
Impumelelo C2 |
Indicated |
383 |
20,5 |
3,3 |
0,8 |
20,5 |
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 500 m, although in some areas it may extend to 800 m. The influence of increased drilling in these areas should not materially change the underlying geostatistics of the area on the critical parameters such as seam floor, seam thickness, ash and volatile content.
Proved reserves are those reserves for which the drill hole spacing is generally less than 350 m, for which a complete mine design has been applied which includes layouts and schedules resulting in a full financial estimation of the reserve.
Legal rights on coalfields
Sasol Mining is the holder of 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 DMPR 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. The current mining rights are still valid for periods between 11 and 14 years and may be renewed upon application to the DMPR for further periods each of which may not exceed 30 years at a time, allowing 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
57
DMPR 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 DMPR in 2018 and ceded to Sasol Mining during the same year.
Gas
Our natural oil and gas operations are managed by our regional operations and asset services as part of the Gas segment. As of 30 June 2026, 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 2026; |
| ● | 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 2026; |
| ● | 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 2026; |
| ● | 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 2026; |
| ● | average sales prices and production costs, of natural oil and gas, for the last three years; and |
| ● | production quantity information, 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 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 pages 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, the PPA and the PSA, with both proved developed reserves. The first producing asset is the Pande-Temane PPA licence (301,1 thousand developed net acres). Our subsidiary Sasol Petroleum Temane Limitada, 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 (158,7 thousand undeveloped net acres and 225,4 thousand developed net acres) with oil and gas reservoirs contained in the Pande, Temane and Inhassoro fields. The PSA commenced production from
58
the Temane G8 reservoir through two wells in May 2024 followed by an additional well in the Inhassoro G6 in March 2025 and the majority of the wells became fully operational with the Integrated Processing Facility (IPF) reaching beneficial operation in March 2026. Our subsidiary, Sasol Petroleum Mozambique Limitada (SPM), the operator, holds a 100% working interest in the PSA. Under the terms of the current PSA licence, Empresa Nacional de Hidrocarbonetos de Moçambique E.P. (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.
Exploration
We have an interest in one operated onshore licence, PT5-C. The onshore block PT5-C in the Pande-Temane Area originally covered an area 521,0 thousand undeveloped net acres. Our subsidiary, Sasol Mozambique PT5-C Limitada 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 included drilling of an appraisal well (Bonito-2), which was drilled in the last quarter of the 2024 calendar year and successfully tested in the second quarter of the 2025 calendar year. The Bonito G9 two-year appraisal period was completed in August 2025, and the appraisal report submitted on 6 February 2026. Further to the submission of the appraisal report, Sasol submitted an application for the Bonito G9 five-year commercial assessment period, which was granted on 28 April 2026.
Following the discovery of gas in the Baobab-1 well G8 reservoir, a two-year appraisal plan was submitted to INP in December 2024. The appraisal plan remains under discussion.
The third exploration period commenced on 1 January 2025, having carried forward the drilling of Baobab-1 discretionary exploration well in the last quarter of calendar year 2024 to fulfil the minimum commitment, and expires on 31 December 2026. The current exploration license area including the Baobab and Bonito discovery areas is 369,2 thousand
undeveloped net acres following 40% relinquishment to date.
Sasol intends to reduce its equity in the PT5-C license through a partial divestment of its current 70% interest. The objective is to attract a suitable partner to share the future capital and risks exposure associated with upcoming activities relating to development of the two gas discoveries (Bonito & Baobab). This process to select a suitable partner is underway.
Activities
Development and production
In the PPA licence, at 30 June 2026, well stock was 24 wells. Two wells were suspended due to integrity issues (Pande 17 and 20) and three wells (Pande 34, Pande 35 and Pande 36) commenced production.
The Junction Compression Project remains on track to achieve beneficial operation in calendar year 2026. Updated reservoir and production modelling has increased the project’s estimated impact from the previously reported 30 billion cubic feet (Bscf) to approximately 95 Bscf of undeveloped reserves expected to be converted to developed reserves. As this conversion is anticipated to occur in the fourth quarter of calendar year 2026, after the end of financial year, the associated volumes continue to be classified as undeveloped reserves at year-end and are expected to be reclassified as developed reserves upon successful commissioning and start-up of the project.
Under the PSA, following approval of the field development plan amendment in September 2020 and final investment decision (FID) 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. Two Temane wells commenced production in May 2024 and one Inhassoro well commenced production in March 2025 through the Initial Gas Facilities (IGF) that achieved beneficial operation in November 2023. The IPF reached “ready for commissioning” status in June 2025, “ready for operation” in November 2025 and beneficial operation in March 2026, together with six Inhassoro wells and one Temane well. Three Pande
59
wells commenced production in November 2025, December 2025 and May 2026 respectively. Two Temane wells are shut in (meaning, that the wells are temporarily not producing, but can be brought back into activity), which are oil and gas wells as well as a water disposal well. The total project costs (since FID) are below the approved funding of US$760 million, with total field development spend as at 30 June 2026 amounting to US$679,1 million.
Capitalised exploratory well costs
At 30 June 2026, there were no exploratory well costs capitalised.
Facilities and productive wells
Natural gas and condensate are produced from the Pande-Temane PPA and PSA asset facilities, at the Central Processing Facility (CPF) and IPF on a site of approximately 1 302 200 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 IPF (previously via IGF) respectively. The design capacity of the CPF and IPF is 491 million and 70 million standard cubic feet per day (MMScf/D) respectively of sales gas together with associated condensate.
At 30 June 2026, there were 24 productive wells in the Pande-Temane PPA asset. At 30 June 2026, there were 13 productive wells in the Pande-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 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 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 PPA proved reserves started declining in calendar 2024, when it was no longer possible to fully supply gas at historically contracted rates. PPA condensate is currently sold to Petróleos de Moçambique, S.A., which transports the condensate by truck from the CPF for export. The contract terminates on 30 June 2027 with a clause allowing for early termination.
For the PSA, 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 Térmica de Temane (CTT) project will require 23 PJ/a natural gas for a 25-year period. Gas will be supplied to CTT via the IPF when the CTT project achieves commercial operation. The CTT project was originally anticipated to be completed ahead of the IPF but it has been subject to numerous delays, including due to poor weather conditions, civil unrest and EPC contractor termination. It is now envisaged that the CTT project will achieve commercial operation in the last quarter of calendar year 2027. The associated power transmission network has been completed. Current gas reserves for the PSA are limited to volumes needed to supply the CTT project up to March 2034.
We have a 15% equity shareholding in CTT. However, due to the confirmed deferral of the project schedule and a significant increase in capital costs, the investment had to be impaired.
The IPF also enables the production of LPG and light oil and condensate (LOC). LPG has been produced since beneficial operation and an estimated 30 000 tonnes/annum of LPG is planned to be produced from the PSA IPF for the next 25 years. In this regard, an LPG sales agreement was concluded between SPM, as the seller and ENH, as the buyer, dated 31 May 2021. 183,1 kilotonnes of LPG are regarded as proved developed reserves. LOC produced from the IPF is sold to ENH, as the Government of Mozambique’s
60
appointed buyer, but this is not currently being regarded as a reserve pending the confirmation of some of the commercial terms.
The GSA4 in place between SPM and ENH as joint sellers and Sasol Gas, allows for the delivery of gas beyond the CTT commitment up to a maximum of 33 PJ/a, over the 25-year licence term of the PSA, and capped at a total contract quantity of 292 bscf (323 PJ). As a result of delays to the CTT project, Sasol, ENH and EDM have concluded a commercial “swap” arrangement whereby supply of GSA4 gas will be accelerated and supply of volumes that should have been taken by EDM for the CTT project will be delayed to the tail end of supply. The agreements have been signed and submitted to the Government of Mozambique for approval. Volumes being provided to GSA4 are currently not being regarded as reserves.
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.
For the PPA, there was a decrease in proved reserves from 74,2 mmboe (440,6 Bscf of gas and 0,73 mmbbl of condensate) to 55,1 mmboe (327,9 Bscf of gas and 0,46 mmbbl of condensate). For the PSA, there was a decrease in proved gas reserves from 141,5 to 110,9 Bscf primarily due to the further delayed CTT startup against a fixed commercial cut off aligned with the end of the PPA license in 2034. Up to March 2034, the PSA relies on services provided from the PPA CPF. The method for providing these services after that date is currently under consideration. The reduction in developed reserves primarily reflects production and revisions associated with the development schedule, including delays to the commissioning of the CTT power plant. The expected commercial operation date was revised to November 2027.
The Pande development and production area is excluded from the reserves reported above as certain regulatory approvals have not been obtained as of the reporting date.
Changes to proved developed reserves
For the PPA, proved developed reserves decreased from 66,9 mmboe (396,9 Bscf of gas and 0,7 mmbbl of condensate) as at 30 June 2025 to 39,1 mmboe (233,1 Bscf of gas and 0,26 mmbbl of condensate) as at 30 June 2026, a net reduction of 27,8 mmboe. The decrease is a result of production and downward revisions to the subsurface model. These reductions were partially offset by the conversion of the PEDOP Infill Wells from proved undeveloped to proved developed reserves.
For PSA, proved developed gas reserves increased to 110,9 Bscf, due to the conversion of undeveloped reserves associated with gas to CTT to developed reserves. Conversion relates to the IPF reaching beneficial operation and being ready to supply gas to CTT as well as the completion of the Temane Transmission Project. However, construction of CTT facilities is still not completed and therefore production and sale of gas to CTT will only commence when CTT facilities have been commissioned. Commissioning is anticipated to take place during the 2027 calendar year.
Proved undeveloped reserves converted to proved developed reserves
2,2 mmboe (13,3 Bscf of gas and 0,01 mmbbl of condensate) from the PPA were fully converted from proved undeveloped to proved developed reserves as a result of the PEDOP Infill Wells project reaching beneficial operation. The Sasol share of capital expenditure associated with converting these quantities was US$57,1 million (US$51,7 million associated with the drilling, completion, hook-up and US$5,4 million related to asset retirement obligations). For the PSA, 110,9 Bscf proved undeveloped reserves were converted to proved developed reserves for gas and 183,1 kilotonnes of LPG were converted to proved developed reserves. Capital expenditure, including past cost (pre-FID cost) and project related cost, associated with converting these quantities was US$865,4 million which comprises US$767,3 million associated with pre-FID appraisal drilling, and post FID construction, drilling, completion and hook-up and US$98,1 million related to asset retirement obligations.
Changes to proved undeveloped reserves
Proved undeveloped reserves in the PPA increased from 7,3 mmboe (43,7 Bscf of gas and 0,03 mmbbl of condensate) as at 30 June 2025 to 16,0 mmboe (94,8 Bscf of gas and 0,2 mmbbl of
61
condensate) as at 30 June 2026, representing a net increase of 8,7 mmboe. The increase was driven by revisions to the subsurface understanding whereby the reduction of the developed reserves resulted in a higher recovery from the future junction compression project leading to an increase in undeveloped reserves. This increase was partially offset by the full conversion of 2,2 mmboe (13,3 Bscf of gas and 0,01 mmbbl of condensate) associated with the PEDOP Infills Wells project from proved undeveloped reserves to proved developed reserves following project beneficial operation. Proved undeveloped reserves in the PSA were revised downward as a result of delays to CTT commissioning and startup from 141,5 Bscf of gas and 231,3 kilotonnes of LPG in 2025 to 110,9 Bscf of gas and 183,1 kilotonnes of LPG and then converted to proved developed reserves on the basis of beneficial operation being declared for the IPF leaving no further undeveloped reserves.
Proved undeveloped reserves remaining undeveloped
The PPA asset proved undeveloped reserves are estimated to be 16,0 mmboe (94,8 Bscf of gas and 0,2 mmbbl of condensate). It is anticipated that this will be converted to developed reserves during the calendar year 2026. The PSA asset has nil proved undeveloped reserves. The PSA asset’s proved undeveloped reserves decreased from 141,5 Bscf and 231,1 kilotonnes as at 30 June 2025 to nil for both gas and LPG respectively as at 30 June 2026. This change reflects the conversion of all undeveloped reserves to developed reserves following the commencement of beneficial operation of the IPF in March 2026. These facilities supply the license’s primary customers CTT and ENH, in accordance with the field development plan approved by the Government of Mozambique in 2020.
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 South Africa BV (Eni)’s equity and operatorship were transferred to Sasol following a decision by Eni not to enter the third exploration period. A decision is pending from the Petroleum Agency of South Africa on Sasol’s application to enter
the third exploration period. A decision to enter the third exploration sub-period will be subject to the outcome of the judicial review on the environmental authorisation.
Activities
Exploration
No exploration activities were conducted during the financial year ended 30 June 2026 in the ER236 licence due to the currently ongoing judicial review of the ER236 environmental authorisation granted by Department of Forestry, Fisheries and the Environment.
Capitalised exploratory well costs
At 30 June 2026 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 2026.
Natural oil and gas |
||||||
acreage concentrations |
|
|
South |
|
||
at 30 June 2026(1) |
|
Mozambique(2) |
|
Africa |
|
Total |
Developed acreage |
||||||
Gross |
|
655,5 |
— |
|
655,5 |
|
Net |
|
526,5 |
— |
|
526,5 |
|
Undeveloped acreage |
||||||
Gross |
|
686,1 |
13 758,1 |
|
14 444,2 |
|
Net |
|
527,9 |
13 758,1 |
|
14 286,0 |
| (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
62
number of wells being drilled or temporarily suspended at 30 June 2026.
Number of wells drilled for the |
|
|
year ended 30 June |
|
Mozambique |
2024 |
||
Net exploratory wells—dry(1) |
— |
|
Net exploratory wells—productive(1) |
— |
|
Net development wells—dry(1) |
— |
|
Net development wells—productive(1) |
|
6,0 |
Net stratigraphic test wells—exploratory type(2) |
|
1,0 |
2025 |
||
Net exploratory wells—dry(1) |
1,0 |
|
Net exploratory wells—productive(1) |
1,0 |
|
Net extension wells(4)—productive(1) |
1,0 |
|
Net development wells—productive(1) |
2,4 |
|
Net development wells—dry(1) |
— |
|
2026 |
— |
|
Net exploratory wells—dry(1) |
— |
|
Net exploratory wells—productive(1) |
— |
|
Net development wells—dry(1) |
— |
|
Net development wells—productive(1) |
|
— |
As at 30 June 2026 |
||
Wells being drilled—gross(3) |
|
— |
Wells being drilled—net(3) |
|
— |
| (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. |
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.
|
2026 |
2025 |
|
2024 |
|||
|
(Rand in millions) |
||||||
Capitalised Exploratory Well Costs |
|
||||||
Balance at beginning of year |
— |
506,5 |
|
510,5 |
|
||
Additions for the year - Costs incurred(1) |
— |
— |
|
50,1 |
|
||
Charged to expense for the year |
— |
(506,5) |
|
(54,1) |
|
||
Balance at end of year |
— |
— |
|
506,5 |
|
||
| (1) | Including actualisation of exploratory well cost written off in the previous years and excluding impact of Asset retirement obligation adjustments. |
Capitalised Exploratory Well costs |
|||
Ageing at 30 June 2026 |
|
Mozambique |
|
(Rand in millions) |
|||
less than 1 year |
— |
||
Number of projects |
— |
Oil and gas production facilities and productive wells
We operate production facilities in Mozambique.
The table below provides the production capacity at 30 June 2026.
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 |
||
Integrated Processing Facility |
Pande-Temane PSA, Mozambique |
70 MMscf/day gas |
The table below provides the number of productive gas wells at 30 June 2026. A productive well is a producing well or a well that is mechanically capable of production.
Number of productive |
|
|
wells 30 June 2026 |
Mozambique |
|
Productive gas wells |
||
Gross |
|
33,0 |
Net |
25,8 |
|
Productive oil wells |
||
Gross |
4,0 |
|
Net |
|
4,0 |
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) |
||
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 |
|
7,8 |
2025 |
||
Average sales prices |
||
Natural gas, per thousand standard cubic feet |
|
58,8 |
Natural liquids, per barrel |
|
607,9 |
Average production cost(1) |
||
Natural gas, per thousand standard cubic feet |
|
6,6 |
2026 |
||
Average sales prices |
||
Natural gas, per thousand standard cubic feet |
59,0 |
|
Natural liquids, per barrel |
721,7 |
|
Average production cost(1) |
||
Natural gas, per thousand standard cubic feet |
9,6 |
| (1) | Average production costs per unit of production are calculated according to the primary sales product. Cost excludes, capital, depreciation, exploration and rehabilitation costs. Amounts in 2025 and 2024 have been revised. |
| (2) | Production and corresponding sales commenced by the PSA after beneficial operation of the IGF on 7 May 2024 and production commenced by the PSA after beneficial operation of the IPF on 15 March 2026. The Mozambique average sales and production cost is calculated on a weighted average volume and cost basis. |
63
Production
The table below presents net production quantities for natural gas and oil, by final product sold, for the years shown.
Production for the year ended 30 June |
|
Mozambique |
||||
|
Pande- |
|
Pande- |
|
||
|
Temane |
|
Temane |
|
||
|
PPA |
|
PSA |
|
Total(1) |
|
2024 |
|
|
|
|||
Natural gas, billion cubic feet(3) |
|
118,5 |
|
2,1 |
|
120,6 |
Crude oil & condensate, million barrels |
|
0,2 |
|
— |
|
0,2 |
Total oil equivalent, million barrels(2) |
|
19,9 |
|
0,3 |
|
20,2 |
2025 |
|
|
|
|
|
|
Natural gas, billion cubic feet |
|
106,3 |
|
14,8 |
|
121,1 |
Crude oil & condensate, million barrels |
|
0,2 |
|
— |
|
0,2 |
Total oil equivalent, million barrels(2) |
|
17,9 |
|
2,5 |
|
20,4 |
2026 |
|
|
|
|
|
|
Natural gas, billion cubic feet(4) |
|
89,2 |
|
23,2 |
|
112,4 |
Crude oil & condensate, million barrels(4) |
|
0,2 |
|
0,3 |
|
0,5 |
Total oil equivalent, million barrels(2) |
|
15,1 |
|
4,1 |
|
19,2 |
| (1) | Production quantities represent the Sasol share of all hydrocarbons produced and sold. |
| (2) | 6000 standard cubic feet of natural gas is equivalent to 1 barrel of oil. |
| (3) | Production commenced by the PSA after beneficial operation of the IGF in May 2024. |
| (4) | Production commenced by the PSA after beneficial operation of the IPF in March 2026. |
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 km2, is based in Sasolburg.
Our interests in facilities in Qatar
ORYX GTL is a gas-to-liquids plant which is approximately 1.4 km2, 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. |
Secunda Operations
Synthetic oil
Refer to “Item 4.D—Property, plants and equipment—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 km2 with operating plants accounting for 8 km2. This forms the base for the main manufacturing facilities for our Energy and Chemicals Africa businesses.
The following table sets forth a summary of the synthetic oil equivalent average sales price and related production costs for the year shown.
|
2026 |
|
2025 |
|
2024 |
|
Average sales price per barrel (rand per unit) |
|
1 354,46 |
|
1 363,84 |
|
1 587,98 |
Average production cost per barrel (rand per unit) |
|
1 056,76 |
|
1 275,69 |
|
1 070,21 |
Production (millions of barrels) |
|
37,1 |
|
28,9 |
|
32,5 |
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.
64
Chemicals Africa – 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 km2.
International Chemicals – Plants and facilities
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 km2. 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.
A further operating site in the United States is in Tucson, Arizona. Sasol decided to exit the US phenolics business in March 2025 as part of our ongoing asset optimisation initiative aimed at improving margins and longer-term competitiveness of the International Chemicals business. Shutdown and decommissioning activities of the Greens Bayou and Winnie sites are complete.
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 m2; plant size 500 000 m2) and Marl (site size approximately 160 000 m2; plant size 75 000 m2).
The operations in Italy are based at three locations. The primary facilities are at Augusta (site size approximately 1,36 million m2; plant size 510 000 m2) on the island of Sicily and Terranova (site size approximately 330 000 m2; plant size 160 000 m2), 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 m2; plant size 4 000 m2; Zhaoqiaohe site size approximately 143 000 m2; plant size 3 600 m2).
Smaller operations can be found at the site Novaky in Slovakia.
The following table summarises the main production nameplate capacities of the chemicals business 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.
65
Production capacity at 30 June 2026
Product Groups capacity(1) |
C2-3 |
C5-8 |
Polyolefins (3) |
LAB (4) |
C1-5 |
C6+ |
Surfactants |
EO and |
Wax |
Other |
Others Description |
||
Geographic Location |
Main |
BC |
BC |
BC |
DC |
DC |
DC |
DC |
DC, BC |
DC |
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) |
||||
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 |
||||||
Secunda |
X |
X |
X |
X |
X |
X |
Ammonia, Carbon |
||||||
Sasolburg |
X |
X |
X |
X |
X |
Ammonia, Aromatics |
|||||||
| (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: Predominantly 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 polyvinyl chloride. In the US, this represents Sasol’s 50% share in the LIP JV. |
| (4) | Linear alkylbenzene (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) | Ethylene Oxide (EO) and derivatives such as Butyl Glycol Ether (BGE), mono ethylene glycol and Amines. Ethylene Oxide predominantly used to produce surfactants. |
| (8) | Product divisions are Base and Differentiated Chemicals. Business divisions are split between the two product divisions with Base Chemicals falling in Base Chemicals division and Technical Formulation, Care Chemicals and Advanced Materials falling in Differentiated Chemicals product division. |
| (9) | Inorganics in Europe and the US partly as a co-product from the Alcohol-Ziegler process, part of our Differentiated Chemicals product division. |
| (10) | As part of our ongoing asset optimisation initiative aimed at improving margins and longer-term competitiveness of the International Chemicals business, Sasol made the decision to shut down our US phenolics business in Texas and mothball the US Guerbet plant in Lake Charles, the German alkylphenol site in Marl as well as the Italy hydrofluoric acid (HF) technology LAB plant in Augusta. |
66
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 2026.
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 2026 and 2025, and for the years ended 30 June 2026, 2025, and 2024, 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— Summarised Financial Performance —Chief Financial Officer Statement” as contained in Exhibit 99.3.
The discussion on the 2024 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 2025. 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.
5.A Operating results
Results of operations
|
|
|
Change |
|
|
Change |
||||
|
2026 |
|
2025 |
|
2026/2025 |
|
2024 |
|
2025/2024 |
|
(Rand |
(Rand |
|||||||||
|
in millions) |
(%) |
|
in millions) |
(%) |
|||||
Turnover |
|
272 118 |
|
249 096 |
|
9 |
|
275 111 |
|
(9) |
Operating costs and expenses |
|
(229 187) |
|
(212 255) |
|
8 |
|
(228 760) |
|
(7) |
Remeasurement items |
|
(17 320) |
|
(19 645) |
|
(12) |
|
(75 414) |
|
(74) |
Equity accounted profit, net of tax |
|
79 |
|
1 623 |
|
(95) |
|
1 758 |
|
(8) |
Earnings/(loss) before interest and tax |
|
25 690 |
|
18 819 |
|
37 |
|
(27 305) |
|
(169) |
Net finance costs |
|
(7 083) |
|
(6 537) |
|
8 |
|
(7 201) |
|
(9) |
Earnings/(loss) before tax |
|
18 607 |
|
12 282 |
|
51 |
|
(34 506) |
|
(136) |
Taxation |
|
(4 149) |
|
(4 556) |
|
(9) |
|
(9 739) |
|
(53) |
Earnings |
|
14 458 |
|
7 726 |
|
87 |
|
(44 245) |
|
(117) |
Financial Overview 2026
| ● | For information regarding our financial position, and an overview of our results refer to the “Integrated Report— Summarised Financial Performance—Chief Financial Officer Statement” as contained in Exhibit 99.3. |
| ● | For information on changes in our financial condition, and overall financial performance refer to “Integrated Report— Summarised Financial Performance—Chief Financial Officer Statement” as contained in Exhibit 99.3. |
Turnover
Turnover consists of the following categories.
Change |
|
Change |
||||||||
|
2026 |
|
2025 |
|
2026/2025 |
|
2024 |
|
2025/2024 |
|
(Rand |
(Rand |
|||||||||
|
in millions) |
(%) |
|
in millions) |
(%) |
|||||
Sale of products |
|
268 833 |
|
245 064 |
|
10 |
|
270 248 |
|
(9) |
Services rendered |
|
3 285 |
|
4 032 |
|
(19) |
|
4 863 |
|
(17) |
Turnover |
|
272 118 |
|
249 096 |
|
9 |
|
275 111 |
|
(9) |
The primary factors contributing to the changes in turnover were.
Change |
Change |
|||||||
|
2026/2025 |
|
2025/2024 |
|||||
|
(Rand in |
|
|
(Rand in |
|
|||
|
millions) |
(%) |
|
millions) |
(%) |
|||
Turnover 2025 and 2024 |
249 096 |
275 111 |
||||||
Exchange rate effects |
(11 790) |
(5) |
(6 326) |
(2) |
||||
Product prices |
20 376 |
8 |
(8 474) |
(3) |
||||
—crude oil |
3 153 |
1 |
(6 084) |
(2) |
||||
—other products |
17 223 |
7 |
(2 390) |
(1) |
||||
Net volume changes |
14 436 |
6 |
(11 215) |
(4) |
||||
Turnover |
272 118 |
9 |
249 096 |
(9) |
||||
Turnover increased by R23 022 million, from R249 096 million in 2025 to R272 118 million in 2026, driven mainly by favourable product pricing (R20 376 million) and 4% higher sales volumes (R14 436 million). Product price increases were attributable to crude oil prices (R3 153 million), while other product prices contributed R17 223 million. These positive impacts were partially offset by adverse exchange rate effects of R11 790 million resulting from the 7% strengthening of the average R/US$ exchange rate.
67
Operating costs and expenses
Operating costs and expenses consist of the following categories.
|
Change |
Change |
||||||||
|
2026 |
|
2025 |
|
2026/2025 |
|
2024 |
|
2025/2024 |
|
|
(Rand |
|
(%) |
|
(Rand |
|
(%) |
|||
in millions) |
in millions) |
|
||||||||
Materials, energy and consumables used |
|
(138 032) |
|
(129 141) |
|
7 |
|
(137 957) |
|
(6) |
Selling and distribution costs |
|
(9 468) |
|
(9 579) |
|
(1) |
|
(10 394) |
|
(8) |
Maintenance expenditure |
|
(14 863) |
|
(15 524) |
|
(4) |
|
(15 446) |
|
1 |
Employee-related expenditure |
|
(36 787) |
|
(35 298) |
|
4 |
|
(35 465) |
|
0 |
Depreciation and amortisation |
|
(13 602) |
|
(14 002) |
|
(3) |
|
(15 644) |
|
(10) |
Other expenses and income |
|
(16 435) |
|
(8 711) |
|
89 |
|
(13 854) |
|
(37) |
Operating costs and expenses |
|
(229 187) |
|
(212 255) |
|
8 |
|
(228 760) |
|
(7) |
Materials, energy and consumables used. Materials, energy and consumables used in 2026 amounted to R138 032 million, an increase of R8 891 million, or 7%, compared with R129 141 million in 2025, which decreased by 6% from R137 957 million in 2024. The increase in these costs between 2025 and 2026 was mainly due to 4% higher sales volumes, increased cost of crude oil in the last quarter of the 2026 financial year as a result of market pressures from the USA/Israel-Iran war and concerns around the disruption of shipping through the Strait of Hormuz, as well as the impact on 2025 from compensation of R3 889 million received from Transnet for historical costs incurred, offset by a strengthening in the Rand against the US$.
Refer to -“Item 4B- Business Overview- Legal proceedings and other contingencies.”
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 2026 amounted to R9 468 million, which represents a decrease of R111 million, or 1%, compared with R9 579 million in 2025, which decreased by R815 million, or 8%, compared with R10 394 million in 2024. The variance in these costs was mainly attributable to decreased logistical costs in the Italy business of R138 million which was driven by lower transportation, warehousing, and logistics costs following a reduction in sales volumes and the mothballing of assets. Selling and distribution costs represented 3% of sales in 2026, 4% of sales in 2025 and 4% of sales in 2024.
Maintenance expenditure. Maintenance expenditure in 2026 amounted to R14 863 million, which represents a decrease of R661 million, or 4 %, compared with R15 524 million in 2025, which increased by R78 million, or 1%, compared with R15 446 million in 2024. Maintenance expenditure
decreased in 2026 compared to 2025 mainly due to cost saving initiatives in the Mining and Chemicals America segments of R298 million and R491 million respectively.
Employee-related expenditure. Employee-related expenditure amounted to R36 787 million, which represents an increase of R1 489 million in 2026, or 4%, compared with R35 298 million in 2025, which decreased by R167 million, or <1%, from 2024.
This amount includes labour costs of R36 561 million (2025 — R35 317 and 2024 — R35 579 million), a share-based payment charge to the income statement of R918 million (2025 — R914 million and 2024 — R986 million), and a reduction from costs capitalised to projects of R692 million (2025 — R933 million and 2024 — R1 100 million). The increase in 2026 is mainly due to salary increases, higher short-term incentive bonus accrual and hired labour conversion to full time employees, partly offset by reduced headcount resulting from resource optimisation and vacancy management.
Depreciation and amortisation. Depreciation and amortisation in 2026 amounted to R13 602 million, which represents a decrease of R400 million or 3%, compared with R14 002 million in 2025, which decreased by R1 642 million or 10% compared with R15 644 million in 2024. The decrease in depreciation relates mainly to the impact of impairments in prior years relating to the South African integrated value chain, Production Sharing Agreement Cash Generating Unit (CGU) and Chemicals America Ethane CGU.
Other expenses and income. Other expenses and income in 2026 amounted to R16 435 million, an increase of R7 724 million, compared to R8 711 million in 2025, which decreased by R5 143 million from
R13 854 million in 2024.
This amount includes:
| ● | Exploration expenditure and feasibility costs of R402 million (2025 — R509 million and 2024 — R422 million); |
| ● | Translation losses of R3 596 million (2025 — R897 million losses and 2024 — R839 million losses); |
| ● | Insurance costs of R924 million (2025 — R1 468 million and 2024 — R1 190 million); |
68
| ● | Information technology cost of R3 485 million (2025 — R3 467 million and 2024— R3 498 million); |
| ● | Hired labour of R667 million (2025 — R1 029 million and 2024— R988 million); |
| ● | Audit remuneration of R183 million (2025 — R177 million and 2024— R160 million); |
| ● | Professional fees of R1 489 million (2025 — R1 821 million and 2024— R2 076 million); |
| ● | Gains on derivative instruments (including crude oil instruments, foreign exchange instruments, and other commodity derivatives) of R1 426 million mainly due to the group’s hedging activities and embedded derivatives, (2025— R2 003 million and 2024— R2 364 million); and |
| ● | Increase in rehabilitation provisions of R221 million (2025 — decrease of R2 872 million and 2024— decrease of R758 million). |
Other operating income in 2026 amounted to R4 139 million, which represents a decrease of R2 323 million, or 36%, compared with R6 462 million in 2025 and an increase of R2 437 million or 61% compared with R4 025 million in 2024. The decrease was mainly due to the absence of the once off recognition of R1 600 million for the legal settlement of Transnet legal proceedings in other operating income and insurance proceeds received by the Chemicals America segment in 2025, partially offset by a legal settlement received in 2026 related to the 2020 LDPE fire incident. (For information regarding the 2020 LDPE fire incident, refer to our Form 20-F for the year ended 30 June 2020).
Remeasurement items
For information regarding the remeasurement items recognised, refer to “Item 18—Financial Statements—Note 8 Remeasurement items affecting operating profit”.
The decrease in remeasurement items in 2026 is mainly due to lower impairment costs in the South
African integrated value chain and Sasol Italy Care Chemicals CGU.
Share of profits from equity accounted investments
Change |
Change |
|||||||||
|
2026 |
|
2025 |
|
2026/2025 |
|
2024 |
|
2025/2024 |
|
(Rand |
(Rand |
|||||||||
in millions) |
(%) |
in millions) |
(%) |
|||||||
Profit before tax |
|
431 |
|
2 607 |
|
(83) |
|
2 701 |
|
(3) |
Tax |
|
(352) |
|
(984) |
|
(65) |
|
(943) |
|
4 |
Share of profit of equity accounted investments, net of tax |
|
79 |
|
1 623 |
|
(95) |
|
1 758 |
|
(8) |
Remeasurement items, net of tax |
|
36 |
|
5 |
|
620 |
|
(7) |
|
171 |
The share of profits of equity accounted investments (net of tax) amounted to R79 million in 2026 as compared to R1 623 million in 2025 and R1 758 million in 2024. The decrease from 2025 to 2026 mainly relates to lower profits from ORYX GTL due to outages in the first half of the financial year, as well as the plant shutdown from early March following the USA/Israel-Iran war disrupting gas supply.
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 net finance costs in 2026 is mainly due to lower finance income as a result of lower global interest rates and lower cash balances held during the 2026 financial year.
Tax
The effective tax rate decreased to 22% in 2026 compared to 37% in 2025 from negative 28% in 2024. The lower tax rate in 2026 was mainly as a result of prior-year Section 12L energy efficiency allowance claim, impact of future reduction of the German corporate income tax rate and lower non-deductible expenses incurred not deemed to be in the production of taxable income and absence of derecognition of a deferred tax asset in Italy. The tax rate in 2025 was primarily as a result of prior year adjustment mainly Section 12L allowances claimed in South Africa relating to prior years and non-deductible expenses incurred not deemed to be in the production of taxable income. The effective corporate tax rate for 2026 is
69
22% which is five percentage points lower than the South African corporate income tax rate of 27%.
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, refer to “Item 18—Financial Statements—Note 20 Interest in significant operating subsidiaries”.
Profits attributable to non-controlling interests in subsidiaries of R2 309 million in 2026 increased by R1 350 million, from R959 million in 2025, which was an increase of R933 million from R26 million in 2024. The increase in earnings attributable to non-controlling interests in 2026 was largely due to an increase in the Sasol Oil’s net profit for the year ended 30 June 2026 supported by higher sales volumes, favourable Brent crude oil prices, product differentials and refining margins.
Financial Overview 2025
Group results
Loss before interest and tax of R 27 305 million in 2024 increased (>100%) by R46 124 million to a profit before interest and tax of R18 819 million in 2025. Revenue decreased by 9% from 2024 to 2025 mainly due to lower sales volumes, while remeasurement items decreased by R55 769 million from R75 414 million in 2024 to R19 645 million in 2025 which was largely due to impairment costs at Chemicals America Ethane value chain. In 2025 oil prices averaged at US$74,59/bbl compared to US$ 84,74/bbl in 2024.
Items which materially impacted earnings before interest and tax
During 2025, earnings were impacted by the following significant items:
| ● | a net remeasurement items loss of R19 645 million compared to a net remeasurement items loss of R75 414 million in the prior year. Included in the remeasurement items is the impairment of R11 831 million relating to Secunda liquid fuels refinery CGU, R3 142 million relating to PSA and R3 258 million |
| relating to Sasol Italy Care Chemicals CGU. |
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/(LBIT) per segment.
Refer also to “Integrated Report—Integrated value chains” as contained in Exhibit 99.4.
Southern Africa Energy and Chemicals Business
Mining
|
|
|
Change |
|
|
Change |
||||
|
2026 |
|
2025 |
|
2026/2025 |
|
2024 |
|
2025/2024 |
|
(Rand in |
(Rand in |
|||||||||
millions) |
(%) |
millions) |
(%) |
|||||||
External turnover |
|
4 |
|
3 640 |
|
(100) |
|
3 874 |
|
(6) |
Inter-segment turnover |
|
29 305 |
|
26 733 |
|
10 |
|
25 002 |
|
7 |
Total turnover |
|
29 309 |
|
30 373 |
|
(4) |
|
28 876 |
|
5 |
Operating costs and expenses(1) |
|
(25 595) |
|
(26 419) |
|
(3) |
|
(25 666) |
|
3 |
Earnings before interest and tax |
|
3 714 |
|
3 954 |
|
(6) |
|
3 210 |
|
23 |
EBIT margin % |
|
13 |
|
13 |
|
11 |
||||
| (1) | Operating costs and expenses net of other income including remeasurement items and depreciation. |
Results of operations 2026 compared to 2025
Total turnover decreased by 4% from R30 373 million to R29 309 million mainly due to the phase-out of export coal sales in 2026 partially offset by higher internal sales revenue.
EBIT decreased by 6% to R3 714 million compared to the prior year. EBIT was negatively impacted by the aforementioned lower turnover, partially offset by income from leasing our allocation of Richards Bay Coal Terminal capacity, reduced depreciation and lower external coal purchases. Saleable production was marginally above the prior year. External purchases declined by 12%, supported by higher own production and the rerouting of volumes previously sold externally to internal operations. The destoning plant reached beneficial operation in December 2025, within schedule and cost guidance.
70
Processing coal through the plant improved coal quality and contributed to lower external purchases.
Results of operations 2025 compared to 2024
Total turnover increased by 5% from R28 876 million to R30 373 million mainly due to the increase in the sales price of coal supplied to SO, partly offset by lower internal sales volumes and lower coal export revenues as a result of lower export coal prices.
EBIT increased by 23% to R3 954 million compared to the prior year. EBIT was positively impacted by the aforementioned higher turnover partially offset by higher external coal purchases and once off Isibonelo mine closure costs. The decision in the third quarter of the 2025 financial year to temporarily close low-quality sections and increase coal purchases until the destoning plant reaches beneficial operation (BO) resulted in a 14% decrease in saleable production in the fourth quarter of the 2025 financial year compared to the previous quarter. As a result, saleable production for 2025 was 7% lower than the prior year, while external coal purchases increased by 9%.
For further analysis of our results refer to an “Integrated Report—Delivering business value” as contained in Exhibit 99.6.
Gas
|
|
|
Change |
|
|
Change |
||||
2026/ |
2025/ |
|||||||||
|
2026 |
|
2025 |
|
2025 |
|
2024 |
|
2024 |
|
(Rand in |
(Rand in |
|||||||||
millions) |
(%) |
millions) |
(%) |
|||||||
External turnover |
|
7 998 |
|
8 421 |
|
(5) |
|
8 014 |
|
5 |
Inter-segment turnover |
|
4 302 |
|
4 712 |
|
(9) |
|
4 144 |
|
14 |
Total turnover |
|
12 300 |
|
13 133 |
|
(6) |
|
12 158 |
|
8 |
Operating costs and expenses(1) |
|
(11 088) |
|
(10 085) |
|
10 |
|
(5 455) |
|
85 |
Earnings before interest and tax |
|
1 212 |
|
3 048 |
|
(60) |
|
6 703 |
|
(55) |
EBIT margin % |
|
10 |
|
23 |
|
55 |
||||
| (1) | Operating costs and expenses net of other income including exploration costs, remeasurement items and depreciation. |
Results of operations 2026 compared to 2025
Total turnover of R12 300 million decreased by 6% compared to the prior year mainly due to lower volumes and a stronger R/US$ exchange rate, partially offset by higher gas prices, including the benefit of the increased PSA contribution.
EBIT decreased by 60% to R1 212 million from R3 048 million in the prior year. Excluding remeasurement items, earnings before interest and tax
decreased by 29% driven by the aforementioned lower turnover, higher MRG acquisition costs, a lower rehabilitation provision credit and higher operating costs and depreciation associated with the PSA ramp-up.
Remeasurement items for the period comprises the PSA impairment of R3 822 million due to a delay in producing and monetising some excess gas to South Africa as well as the impact of macro assumptions and the impairment of our investment in CTT of R462 million.
In Mozambique, 2026 total gas production was 7% lower than prior year mainly due to operational constraints, flooding impacts and the natural decline in producing wells under the PPA assets. This was partially offset by the growing contribution from the PSA.
The external gas sales in South Africa for 2026 were 8% lower than prior year, mainly due to lower customer demand resulting from business closures.
Results of operations 2025 compared to 2024
Total turnover of R13 133 million increased by 8% compared to the prior year mainly due to higher production and higher gas prices.
Earnings before interest and tax decreased to R3 048 million from R6 703 million in the prior year largely impacted by remeasurement items arising from higher weighted average cost of capital (WACC) rate in Mozambique. Excluding remeasurement items, earnings before interest and tax increased by 36% driven by the aforementioned higher turnover and reduced rehabilitation provision in Mozambique. This was partially offset by translation effects and higher depreciation following the partial beneficial operation of the PSA Integrated Gas Facility in the fourth quarter of the 2024 financial year.
Remeasurement items for the year primarily include the impairment for PSA mainly due to a higher WACC (R3 142 million) and Exploration Block PT5-C due to a pause in further development (R1 242 million), together with dry well capital exploration write-off (R0,3bn ). Prior year comprised of the reversal of the PSA impairment of R1,1bn after the asset reached partial beneficial operation.
71
In Mozambique, gas production for 2025 was 1% higher than the prior year reflecting the additional PSA contribution.
The external gas sales in South Africa for 2025 were 3% lower than the prior year mainly due to planned maintenance at the central processing facility (CPF) in first quarter of the 2025 financial year and the impact of the unrest in Mozambique in quarter three 2025.
For further analysis of our results refer to “Integrated Report— Delivering business value” as contained in Exhibit 99.6.
Fuels
|
|
|
Change |
|
|
Change |
||||
2026/ |
2025/ |
|||||||||
|
2026 |
|
2025 |
|
2025 |
|
2024 |
|
2024 |
|
(Rand in |
(Rand in |
|||||||||
millions) |
(%) |
millions) |
(%) |
|||||||
External turnover |
|
122 075 |
|
96 026 |
|
27 |
|
116 256 |
|
(17) |
Inter-segment turnover |
|
3 199 |
|
2 393 |
|
34 |
|
2 608 |
|
(8) |
Total turnover |
|
125 274 |
|
98 419 |
|
27 |
|
118 864 |
|
(17) |
Operating costs and expenses(1) |
|
(105 371) |
|
(93 197) |
|
13 |
|
(99 917) |
|
(7) |
Earnings before interest and tax |
|
19 903 |
|
5 222 |
|
281 |
|
18 947 |
|
(72) |
EBIT margin % |
|
16 |
|
5 |
|
16 |
||||
| (1) | Operating costs and expenses net of other income including remeasurement items and depreciation. |
Results of operations 2026 compared to 2025
Total turnover of R125 274 million increased by 27% compared to prior year of R98 419 million mainly due to higher sales volumes, favourable Brent crude oil prices and product differentials, partially offset by a stronger Rand/US$ exchange rate.
Earnings before interest and tax was R19 903 million for the year compared to R5 222 million in the prior year. Excluding remeasurement items, earnings before interest and tax increased by 63%, positively impacted by the aforementioned higher turnover, partly offset by higher feedstock costs, lower equity-accounted earnings from ORYX GTL, an increased rehabilitation provision, hedging losses related to crude oil purchases and the once-off Transnet legal settlement benefit in the prior year.
The current year includes remeasurement items of R7 860 million compared to R11 761 million in the prior year. The current year includes mainly the impairments of R7 692 million relating to the Secunda liquid fuels refinery CGU which remains fully impaired, resulting in the full amount of capital expenditure incurred in the period being impaired.
Secunda Operations production volumes were 8% higher than the prior year, supported by improved overall equipment availability as well as better coal quality, while the prior year included a phase shutdown in September 2024.
Natref production for 2026 was 76% higher than the prior year, benefiting from improved operational reliability and Sasol’s utilisation of Prax SA’s shareholding capacity during the ongoing Prax business rescue process.
ORYX GTL contributed a loss of R470 million to EBIT, >100% below prior year with current year performance impacted by the USA/Israel-Iran war. The plant remained offline during the fourth quarter of the 2026 financial year, after shutting down in early March 2026.
Results of operations 2025 compared to 2024
Total turnover of R98 419 million decreased by 17% compared to prior year of R 118 864 million mainly due to weaker rand oil price, lower refining margins and lower sales volumes.
Earnings before interest and tax was R5 222 million for the year compared to a R18 947 million in the prior year. Excluding remeasurement items, earnings before interest and tax decreased by 40% adversely impacted by the aforementioned lower turnover, higher feedstock and utility costs and lower equity accounted earnings from ORYX GTL party offset by the reduced rehabilitation provision at Secunda Operations and the once off Transnet settlement arrangement.
The 2025 remeasurement items is mainly due to the impairment of R11 831 million relating to the Secunda liquid fuels refinery CGU, R1 256 million relating to the Sasolburg liquid fuels refinery CGU which remain fully impaired. This is partly offset by R1 428 million gain on disposal of business relating to the Uzbekistan GTL (UNG). This refers to the condition agreed at the time of sale of the asset to the UNG in 2016, to recover historical contributions made on the asset once production capacity reaches 90 - 95%. This condition was triggered in June 2025. The Secunda Operations and Sasolburg liquid fuels refinery CGUs remain fully impaired resulting in the full amount of capital expenditure incurred during the year being impaired.
72
Secunda Operations production volumes of 6,7 mt were 4% lower than the prior year mainly due to ongoing coal quality challenges which impacted gasifier availability, as well as unplanned factory outages during the year. Natref production of 14,7 mm bbl in 2025 was 17% lower than prior year impacted by planned and unplanned outages.
ORYX GTL contributed R948 million to earnings before interest and tax compared to R1 151 million in the prior year, with the higher production offset by the unfavourable macro-economic impacts and once off insurance proceeds received in the prior year in respect of the fire that occurred at the Air Separation Unit 2 during June 2022. Production for 2025 was 72% higher than the prior year largely due to the shutdown of Train 2 in 2024. Dividends declared by ORYX GTL amounted to R2 547 million (Sasol’s share) compared to R1 112 million in the prior year.
For further analysis of our results refer to “Integrated Report— Delivering business value” as contained in Exhibit 99.6.
Chemicals Africa
|
|
|
Change |
|
|
Change |
||||
2026/ |
2025/ |
|||||||||
2026 |
2025 |
2025 |
2024 |
2024 |
||||||
(Rand in |
(%) |
(Rand in |
(%) |
|||||||
|
millions) |
|
millions) |
|||||||
External turnover |
|
59 862 |
|
60 716 |
|
(1) |
|
63 829 |
|
(5) |
Inter-segment turnover |
|
2 665 |
|
2 812 |
|
(5) |
|
3 054 |
|
(8) |
Total turnover |
|
62 527 |
|
63 528 |
|
(2) |
|
66 883 |
|
(5) |
Operating costs and expenses(1) |
|
(65 866) |
|
(58 519) |
|
13 |
|
(60 593) |
|
(4) |
(Loss)/earnings before interest and tax |
|
(3 339) |
|
5 009 |
|
(169) |
|
6 290 |
|
(20) |
(LBIT)/EBIT margin % |
|
(5) |
|
8 |
|
9 |
|
|||
| (1) | Operating costs and expenses net of other income including remeasurement items and depreciation. |
Results of operations 2026 compared to 2025
Total turnover decreased by 2% from R63 528 million in 2025 to R62 527 million in 2026, mainly due to a stronger Rand/US$ exchange rate partially offset by higher sales volumes and slightly higher average US$ basket price. Sales volumes increased by 5% compared to prior year supported by improved production.
EBIT decreased by 169% to LBIT of R3 339 million compared to prior year of R5 009 million. Excluding remeasurement items, EBIT is a positive R1 497 million and decreased by 75% compared to prior year, driven by the aforementioned lower
turnover, higher feedstock costs, an increased rehabilitation provision and higher depreciation.
Remeasurement items of R4 836 million include an impairment loss relating to the Polyethylene CGU (R3 742 million), the Sasolburg Chlor-Alkali and PVC CGU (R417 million) and the Sasolburg Wax CGU (R429 million). The Polyethylene CGU impairment is driven by stronger R/US$ exchange rates and lower longer term prices while the Sasolburg Chlor-Alkali and PVC and Wax CGUs remain fully impaired.
Results of operations 2025 compared to 2024
Total turnover decreased by 5% from R66 883 million in 2024 to R63 528 million in 2025, mainly due to lower sales volumes and stronger R/US$ exchange rate partially offset by higher average US$ basket price despite challenging global market conditions. Sales volumes were 4% lower than 2024, impacted by lower chemicals production at Secunda Operations and Sasolburg operations.
EBIT decreased by 20% to R5 009 million compared to prior year of R6 290 million. Excluding remeasurement items, EBIT decreased by 49% compared to prior year driven by the aforementioned lower revenue, higher feedstock and utility costs, depreciation and other operating costs.
Remeasurement items for 2025 of R905 million include an impairment loss relating to the Sasolburg Chlor-Alkali and PVC CGU (R463 million) and the Sasolburg Wax CGU (R364 million) which remain fully impaired. This compares to the remeasurement items of R5 237 million in 2024 relating to the Sasolburg Chlor-Alkali and PVC CGU (R645 million), Sasolburg Wax CGU (R524 million) and Polyethylene CGU (R4 110 million).
For further analysis of our results refer to “Integrated Report— Delivering business value” as contained in Exhibit 99.6.
73
International Chemicals Business
Chemicals America
|
|
|
Change |
|
|
Change |
||||
2026/ |
2025/ |
|||||||||
2026 |
2025 |
2025 |
2024 |
2024 |
||||||
(Rand in |
(Rand in |
|||||||||
|
millions) |
(%) |
|
millions) |
(%) |
|||||
External turnover |
|
40 290 |
|
38 246 |
|
5 |
|
41 424 |
|
(8) |
Inter-segment turnover |
|
593 |
|
457 |
|
30 |
|
381 |
|
20 |
Total turnover |
|
40 883 |
|
38 703 |
|
6 |
|
41 805 |
|
(7) |
Operating costs and expenses(1) |
|
(36 786) |
|
(37 037) |
|
(1) |
|
(103 014) |
|
(64) |
Earnings/(loss) before interest and tax |
|
4 097 |
|
1 666 |
|
146 |
|
(61 209) |
|
(103) |
EBIT/(LBIT) margin % |
|
10 |
|
4 |
|
|
(146) |
|
||
| (1) | Operating costs and expenses net of other income. |
Results of operations 2026 compared to 2025
Total turnover improved by 6% from R 38 703 million to R40 883 million due to higher cracker utilisation, recent supportive market conditions due to the USA/Israel-Iran war as well as our ongoing strategic sales initiatives, offset by a stronger Rand/US$ exchange rate and a 5% decrease in the average sales basket price, mostly from lower ethylene market prices and changes in product mix.
Sales volumes were 20% higher than the prior year, driven by 28% higher Base Chemicals sales volumes for the 2026 financial year, reflecting stronger cracker availability.
Operating costs and expenses decreased, driven by savings from strategic reset initiatives and lower restructuring and transformation costs. The decrease was partially offset by the absence of insurance proceeds recognized in 2025 financial year, while a stronger Rand/US$ exchange rate provided additional benefit. Remeasurement items were minimal in both periods.
Earnings before interest and tax of R4 097 million was more than 100% higher compared to the prior period earnings of R1 666 million. The improvement was mainly driven by higher sales volumes in Base and Differentiated Chemicals, as well as the continued focus on value-based pricing in Differentiated Chemicals.
Results of operations 2025 compared to 2024
Total turnover decreased by 7% from R41 805 million to R38 703 million impacted by a reduction in volumes and a stronger Rand/US$ exchange rate offset by a 5% increase in sales basket price (US$/ton) driven by a stronger market price of ethylene in base
chemicals and our value-over-volume strategy in differentiated chemicals.
Sales volumes for the year were 10% lower than the prior year mostly due to unplanned outages.
Operating cost and expenses decreased primarily due to the absence of remeasurement items and lower sales volumes, supported by savings from self-help measures and insurance proceeds. Remeasurement items in 2025 were immaterial compared to negative R59,7 billion in the prior year largely related to impairment losses on the Chemicals America Ethane value chain (Alcohols, Alumina, Ethylene Oxide and Ethylene Glycol) CGU (R58,9 billion) in Lake Charles.
Earnings before interest and tax of R1 666 million was more than 100% higher compared to the prior period loss before interest and tax of R61 209 million that was impacted by remeasurement items. The improvement is related to a value-over-volume approach as well as stronger Ethylene market prices which lead to improved prices, lower depreciation after the impairment in the Ethane value chain (Alcohol CGU) in 2024 and reduced operating cost and expenses.
For further analysis of our results refer “Integrated Report— Delivering business value” as contained in Exhibit 99.6.
Chemicals Eurasia
|
|
|
Change |
|
|
Change |
||||
2026/ |
2025/ |
|||||||||
2026 |
2025 |
2025 |
2024 |
2024 |
||||||
(Rand in |
(Rand in |
|||||||||
|
millions) |
(%) |
|
millions) |
(%) |
|||||
External turnover |
|
41 889 |
|
42 047 |
|
(0) |
|
41 714 |
|
1 |
Inter-segment turnover |
|
435 |
|
524 |
|
(17) |
|
487 |
|
8 |
Total turnover |
|
42 324 |
|
42 571 |
|
(1) |
|
42 201 |
|
1 |
Operating costs and expenses(1) |
|
(40 839) |
|
(43 782) |
|
(7) |
|
(44 589) |
|
(2) |
Earnings/(loss) before interest and tax |
|
1 485 |
|
(1 211) |
|
(223) |
|
(2 388) |
|
(49) |
EBIT/(LBIT) margin % |
|
4 |
|
(3) |
|
|
(6) |
|
||
| (1) | Operating costs and expenses net of other income including remeasurement items and depreciation. |
Results of operations 2026 compared to 2025
Total turnover was in line with the prior year due to higher prices negated by a stronger Rand/€ exchange rate. US$ sales revenue was 7% higher than in the prior year, mainly driven by a 13% increase in the average sales basket price that was supported by strong Q4 pricing, higher palm kernel oil (PKO) prices, favourable exchange rates and our ongoing strategic
74
sales initiatives together with a more favourable product mix partly offset by lower sales volumes.
Sales volumes were 5% lower than the prior year, mostly related to the force majeure on certain products where feedstocks were constrained due to the USA/Israel-Iran war while we also continue to prioritise our value-over-volume commercial strategy.
Operating costs and expenses decreased supported by savings from strategic reset initiatives, including asset review measures, and a stronger Rand/€ exchange rate, lower remeasurement items a negated by higher transformation and restructuring costs, including the ongoing Enterprise Resource Planning (ERP) modernisation programme.
Remeasurement items for the financial year included an impairment loss of R0,4 billion related to a further impairment of the Italy Care Chemicals CGU whereas the prior year included an impairment loss of R2,2 billion related to Alkylphenol plant mothballing, partly offset by reversal of impairment of the China CGU. The Italy Care Chemicals CGU remains fully impaired.
Earnings before interest and tax improved by more than 100% to R1 485 million compared to the prior year’s loss before interest and tax of R1 211 million. Excluding remeasurement items, earnings before interest and tax improved by 99% compared to prior year. This improvement was driven by higher unit margins and better product mix, partly offset by lower sales volumes while structural challenges in the European Chemicals market remain.
Results of operations 2025 compared to 2024
Total turnover increased by 1% from R42 201 million to R42 571 million resulting from higher prices partially offset by stronger Rand/€ exchange rate, while sales volumes slightly decreased. The average sales basket price (US$/ton) for the financial year was 8% higher compared to the prior period supported by stronger PKO pricing and our ongoing strategic sales initiatives.
Sales volumes are 4% lower than the prior year, driven by our deliberate value-over-volume strategy, the mothballing of the alkylphenol plant and the HF plant in the second quarter of the 2025 financial year and the ongoing weak economic environment.
Operating costs and expenses decreased by 2%, mainly due to lower sales volumes and a stronger R/€ exchange rate. Additionally cost from inflation and cost related to the implementation of a modern ERP system were negated by savings from self-help measures.
Remeasurement items for the financial year ended 30 June 2025 included an impairment loss of R3,3 billion related to the Italian assets as well as the Alkylphenol plant mothballing partly offset by reversal of impairment of the China CGU of R1,2 billion whereas the prior year included an impairment loss for the Italy Care Chemicals CGU of R2 billion.
Loss before interest and tax decreased from R2 388 million to a loss of R1 211 million, mainly because of higher unit margins, partly offset by lower sales volumes at reduced operating costs and expenses. Depreciation was lower than the prior year related to an impairment for the Italy CGU in 2024.
For further analysis of our results refer to “Integrated Report— Delivering business value” 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
75
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.
The critical accounting policies for the group relate to impairment assessment of non-financial assets and environmental provisions.
In addition to the items below, “Item 18—Financial Statements” is incorporated by reference.
For accounting policies and areas of judgements relating to:
| ● | Going concern assumption, refer to “Item 18—Financial Statements—Note 1 Statement of Compliance”; |
| ● | Valuation of share-based payments, refer to “Item 18—Financial Statements—Note 32 Share-based payment reserve”; |
| ● | Impairments, refer to “Item 18—Financial Statements—Note 8 Remeasurement items affecting operating profit”; |
| ● | Valuation of financial instruments (including derivatives), refer to “Item 18—Financial Statements—Note 35 Financial risk management and financial instruments”; |
| ● | Long-term provisions, refer “Item 18—Financial Statements—Note 29 Long-term provisions”; |
| ● | Post-retirement benefit obligations, refer to “Item 18—Financial Statements—Note 31 Post-retirement benefit obligations”; |
| ● | Useful economic lives of assets and depreciation of assets, refer to “Item 18—Financial Statements—Note 16 Property, plant and equipment”; |
| ● | Controlling interest in subsidiaries refer to “Item 18—Financial Statements— Note 20 Interest in significant operating subsidiaries”; |
| ● | Investment value in joint ventures and associates refer to “Item 18—Financial Statements— Note 18 Equity accounted investments”; |
| ● | Recognition of deferred tax assets and utilisation of tax losses, refer to “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 to “Item 18—Financial Statements—Note 14 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 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”.
76
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 2026 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 is more than US$5 billion as at 30 June 2026, with available rand- and US dollar-based liquidity improving as we advance with our focused business performance improvement actions. Available facilities amounted to R92,4 billion at 30 June 2026, comprising cash (excluding restricted cash), committed banking facilities and debt arrangements. 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, cash flows from operations, and ensuring adequate available committed facilities 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 to “Item 18—Financial Statements—Note 13 Long-term debt, Note 14 Leases, 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 to “Item 18—Financial Statements—Note 35 Financial risk management and financial instruments”.
For information regarding the Company’s cash flow requirements refer to the “Integrated Report—Summarised Financial Performance—Chief Financial Officer 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 2026, 2025 and 2024.
|
2026 |
|
2025 |
|
2024 |
|
(Rand in millions) |
||||||
Net cash retained from operating activities |
|
32 480 |
38 308 |
29 751 |
||
Net cash used in investing activities |
(21 688) |
|
(25 886) |
|
(30 657) |
|
Net cash used in financing activities |
(7 292) |
|
(16 609) |
|
(6 966) |
|
77
Cash flows retained from operating activities include the following significant items.
|
2026 |
|
2025 |
|
2024 |
|
(Rand in millions) |
||||||
Cash generated by operating activities |
|
41 970 |
|
47 803 |
|
52 321 |
Income tax paid |
(5 624) |
|
(7 293) |
|
(10 932) |
|
Dividends paid |
— |
|
(28) |
|
(7 633) |
|
The cash generated by our operating activities is applied first to fund our operations, thereafter to pay our debts 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 capital allocation framework which is aimed at driving maximum shareholder return.
Operating activities
Cash generated by operating activities in 2026 decreased by 12% to R41 970 million, largely attributable to an increase in working capital, offset by higher cash flow from operations.
For further information regarding our cash flow generation, refer to “Integrated Report—Summarised Financial Performance—Chief Financial Officer statement” as contained in Exhibit 99.3.
Investing activities
Net cash used in investing activities decreased to R21 688 million in 2026 as compared to R25 886 million in 2025.
Cash flows utilised in investing activities include the following significant items.
|
2026 |
|
2025 |
|
2024 |
|
(Rand in millions) |
||||||
Additions to non-current assets(1) |
|
(21 104) |
|
(25 983) |
|
(30 428) |
Proceeds on disposals and scrappings |
215 |
|
372 |
|
129 |
|
Purchase of investments |
(189) |
(1 055) |
(173) |
|||
Proceeds from sale of investments |
108 |
946 |
69 |
|||
Long-term receivables repaid |
576 |
511 |
357 |
|||
Long-term receivables granted |
(1 188) |
(431) |
(298) |
|||
| (1) | Includes additions to property, plant and equipment and other intangible assets. |
For information regarding cash flows used in investing activities refer to “Integrated Report— Summarised Financial Performance—Chief Financial Officer statement” as contained in Exhibit 99.3.
For information regarding cash flows from additions and disposals, refer to “Item 18—Financial Statements—Note 16 Property, plant and equipment”.
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 R7 292 million in 2026 as compared to R16 609 million in 2025.The reason for the variance was mainly due to the repayment of long-term debt of R23,7 billion offset by loans raised of R18,6 billion.
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. 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— Summarised Financial Performance—Chief Financial Officer 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, capital expenditures, debt service charge and acquisitions over the past three years have been primarily financed through a combination of funds
78
generated from operations and borrowings. In our opinion, our working capital is sufficient for our present requirements.
Our debt as at 30 June comprises the following.
|
2026 |
|
2025 |
|
2024 |
|
(Rand in millions) |
||||||
Long-term debt, including current portion |
92 374 |
|
102 645 |
|
117 031 |
|
Lease liabilities, including current portion |
17 444 |
17 360 |
17 437 |
|||
Short-term debt |
1 148 |
|
666 |
|
566 |
|
Bank overdraft |
118 |
|
1 |
|
121 |
|
Total debt |
111 084 |
|
120 672 |
|
135 155 |
|
Less cash (excluding cash restricted for use) |
(40 221) |
|
(38 423) |
|
(42 967) |
|
Net debt |
70 863 |
|
82 249 |
|
92 188 |
|
As at 30 June 2026, we had R3 083 million (2025— R2 627 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 R145 775 million (2025 — R148 133 million; 2024— R151 817 million;). Of these facilities and debt instruments,
R93 478 million (2025 — R103 723 million; 2024— R118 784 million;) has been utilised at year end.
Long-term debt of R92 374 million decreased by R10 271 million compared to 2025. Refer to “Item 18— Financial Statements—Note 13 Long-term debt”, herein for a breakdown of our banking facilities and the utilisation thereof.
Included in the above-mentioned borrowing facilities is our uncommitted Domestic Medium Term Notes programme of R15 000 million with R11 378 million of the programme being unissued at 30 June 2026 and commercial banking facilities with R7 450 million available facilities. It further includes a Revolving credit facility of R32 574 million that is fully available to the group for further funding requirements.
The ratio of Net Debt (Contractually Determined) to Covenant EBITDA as applied to our covenant calculations as at 30 June 2026 computed to 1.08 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.
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.
Contractual obligations/commitments.
The following significant contractual obligations existed at 30 June 2026:
Total |
Within |
1 to 5 |
More than |
|||||
Contractual obligations |
|
amount |
|
1 year |
|
years |
|
5 years |
(Rand in millions) |
||||||||
Bank overdraft |
|
118 |
|
118 |
|
- |
|
- |
Capital commitments |
|
31 163 |
23 300 |
7 863 |
- |
|||
Environmental and other obligations(2) |
|
14 742 |
781 |
1 859 |
12 102 |
|||
External long-term debt(1) |
|
113 323 |
17 424 |
80 289 |
15 610 |
|||
External short-term debt |
|
1 148 |
|
1 148 |
- |
|
- |
|
Lease liabilities(1) |
|
41 127 |
|
2 804 |
9 808 |
28 515 |
||
Post-retirement healthcare obligations(2) |
|
4 927 |
|
360 |
1 273 |
3 294 |
||
Post-retirement pension obligations(2) |
|
7 433 |
|
378 |
1 393 |
5 662 |
||
Purchase commitments(3) |
|
404 025 |
57 986 |
127 014 |
219 025 |
|||
Total |
|
618 006 |
|
104 300 |
|
228 752 |
|
284 208 |
(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 R195 billion (2025— R210 billion; 2024— R211 billion). |
79
Sasol has established a renewable energy portfolio exceeding 1,3 GW of generation capacity and 660 MWh of battery energy storage, representing one of the largest corporate renewable energy portfolios in South Africa. The portfolio consists of jointly procured renewable energy for Sasol Operations and Air Liquide Large Industries South Africa Proprietary Limited (ALLISA), as well as renewable energy supplied to external customers. During 2026, Sasol secured an additional 450 MW of renewable energy capacity and 660 MWh of battery storage, while approximately 435 MW of renewable energy projects achieved commercial operation, increasing total operational renewable energy capacity to approximately 508 MW. The remaining projects are expected to be brought into operation over the next two to three years.
Furthermore, Sasol is party to long-term gas purchase agreements of approximately R19 billion (2025: R25 billion; 2024: R32 billion) which commits Sasol Gas (Pty) Ltd (Sasol Gas) to purchase and transport a minimum quantity of gas until 2034.
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 on which the business depends — Intellectual Property” for further information research and development, patents and licences.
5.D Trend information
Refer to the “Integrated Report—Summarised Financial Performance—Chief Financial Officer statement” as contained in Exhibit 99.3 and “Integrated Report—Executing Strategy—Operating Context” as contained in Exhibit 99.8.
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 |
|
Position |
|
Appointed to the Sasol |
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 |
|||
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 |
|||
R Gasant |
1959 |
Independent non-executive Director |
1 February 2026 |
|||
K C Harper (1) |
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 X Maluleke |
1981 |
Independent non-executive Director |
9 June 2025 |
|||
S Subramoney |
1958 |
Independent non-executive Director |
1 March 2021 |
(1) |
Ms K C Harper resigned effective 16 February 2026 |
80
The following is biographical information on each of the persons listed above.
S Baloyi | |
Nationality: |
South African |
Qualifications: |
MScEng (Chemical), MSc (Engineering Management), Management Programme INSEAD Business School |
Sasol Limited Board Committee Memberships: |
Capital Investment Committee Safety, Social and Ethics Committee |
Mr Simon Baloyi was appointed President and Chief Executive Officer of Sasol Limited on 1 April 2024. Prior to his appointment, he had been Executive Vice President of Sasol’s Energy Operations and Technology since 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 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 for 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 Post graduate diplomas |
Sasol Limited Board Committee Memberships |
Capital Investment Committee |
Mr Walt Bruns was appointed executive director and Chief Financial Officer of Sasol on 1 September 2024. Prior to his appointment, he was the Chief Financial Officer of Sasol’s Southern African business,
including energy and chemicals. He has been with Sasol for 17 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 US. Mr Bruns 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 Post-graduate Certificate in Management Studies |
Sasol Limited Board Committee Memberships: |
Capital Investment Committee (Chairman) Remuneration Committee Nomination and Governance Committee |
Mr Manuel Cuambe is the Managing Director of MC lnvestimentos and Consultoria. He served as the Executive Chairman and Chief Executive Officer of EDM from November 2005 to March 2012. He was the Chairman of Companhia Electrica do Zambeze, a wholly-owned subsidiary of EDM until 30 May 2016 and 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 serving as the chairman of its nominations and remunerations 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). |
81
M B N Dube | |
Nationality: |
South African |
Qualifications: |
BA (Human Sciences) BA (Hons) (Politics) MSc (Environmental Change and Management) (Oxon) Executive Certificate in Climate Change and Development (HIID) Executive Finance Programme (Oxford Saïd Business School) Board Effectiveness Programme (Harvard Business School). |
Sasol Limited Board Committee Memberships: |
Safety, Social and Ethics Committee Nomination and Governance Committee (Chairman) |
Ms Muriel Dube is the Chair of the Sasol Limited Board and a director of the UK National Wealth Fund. She holds an MSc degree in Environmental Change and Management from the University of Oxford. She is an experienced board chair, non-executive director and former chief executive, with more than 20 years of leadership experience spanning energy, chemicals, financial services, infrastructure, mining, sustainability and public policy. Ms Dube brings extensive commercial, governance, capital markets and stakeholder engagement experience gained across listed companies, private businesses, investment institutions and government organisations in the United Kingdom and South Africa. Her career has included serving as Chief Executive Officer of Nozala Investments, Group Commercial Director of Bidvest Group and an investment banker at Investec plc in London. She also held senior roles at Anglo American and BHP Billiton and served as Vice President at SFM, a London-based forestry and carbon business. Earlier in her career, Ms Dube held senior environmental policy roles in the South African Government, including serving as South Africa’s Chief Negotiator in climate change negotiations under the United Nations Framework Convention on Climate Change. Her previous non-executive directorships include Control Risks, Vodacom South Africa, Bidvest Group Limited, PG Group, Bravo Brands, Fluormin plc and Enviroserv. |
D G P Eyton | |
Nationality: |
British |
Qualifications: |
BA Engineering MA |
Sasol Limited Board Committee Memberships: |
Capital Investment Committee Safety, Social and Ethics Committee (Chairman) Nomination and Governance Committee |
Mr 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. As BP’s head of technology over a period from 2008 to 2022, he was responsible for all BP’s science and technology programmes aimed at climate risk mitigation, increasing energy efficiency and reducing its carbon footprint. He has been the chairman since 2023 and trustee since 2016 of the John Lyons Foundation 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 UK Institute of Directors. |
M Flöel | |
Nationality: |
German |
Qualifications: |
MSc (Chemistry) PhD (Chemistry) |
Sasol Limited Board Committee Memberships: |
Capital Investment Committee Remuneration Committee (Chairman) Safety, Social and Ethics Committee Nomination and Governance Committee |
Dr Martina Flöel is the Sasol Limited’s Lead Independent Director. She holds a MSc in Chemistry from the University of Frankfurt and a PhD in Chemistry from the Technische Universität München (University of Munich). With 30 years’ experience in the chemicals industry in roles covering chemical and process research and development, technical innovations, technologies, operations and industrial supply chain, she is a seasoned industrial leader. She |
82
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 |
R Gasant | |
Nationality: |
South African |
Qualifications: |
B.Compt (Hons); CA (SA); ACMA; CGMA; EDP (Wits) |
Sasol Limited Board Committee Memberships: |
Audit Committee Remuneration Committee |
Mr Rhidwaan Gasant was appointed as an independent non-executive director of Sasol Limited with effect from 1 February 2026. He is a Chartered Accountant and served as a senior audit manager at KPMG before joining Mobil Oil Southern Africa. He was the former Financial Director of Engen Limited and Chief Executive Officer of Energy Africa Limited. Mr Gasant has extensive board-level experience, including recently serving as Lead Independent Director of AngloGold Ashanti plc and Audit Committee Chairman of MTN Nigeria Communications plc. He is currently the Chairman of Growthpoint Properties Limited. He has been involved in various corporate actions in South Africa and internationally, and has over 30 years of financial, governance and corporate experience. |
K C Harper | |
Nationality: |
American |
Qualifications: |
BSc (Industrial Management) MBA |
Sasol Limited Board Committee Memberships: |
Audit Committee Remuneration Committee |
Ms Kathy Harper served as independent non-executive director of Sasol Limited from 1 April 2020 until her resignation was accepted by the Sasol Limited Board on 16 February 2026. She 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). Whilst on the Board of Sasol Limited, she was also the Chairman of Venator Materials PLC and served as a non-executive director and audit committee chairman for Modine (NYSE MOD) and for the American Lung Association. Prior to BDP she was the Chief Financial Officer of a produce freshness solutions company. She 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 LLB Advanced Management Programme (MIT Sloan School of Management) |
Sasol Limited Board Committee Memberships: |
Safety, Social and Ethics Committee |
Mr Vuyo Kahla was appointed to the GEC 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 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. |
83
G M B Kennealy | |
Nationality: |
South African |
Qualifications: |
BCom (Accountancy) BCom (Accountancy) (Hons) |
Sasol Limited Board Committee Memberships: |
Audit Committee (Chairman) Capital Investment Committee Nomination and Governance Committee |
Ms 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. Ms Kennealy also chaired the Accounting Standards Board in South Africa from 2012 to 2018. She is an independent director of the Standard Bank Group and the chairman of its remuneration committee. She also serves on the board of Standard Bank of South Africa Limited. |
N X Maluleke | |
Nationality: |
South African |
Qualifications: |
BCom (Accounting) BAcc (Hons) MBA CA(SA) |
Sasol Limited Board Committee Memberships |
Audit Committee Safety, Social and Ethics Committee |
|
Ms Xikongomelo Maluleke is a Chartered Accountant and a Certified Director®. She holds a Bachelor of Commerce in Accounting from the University of Limpopo, a Bachelor of Accounting Honours and Certificate in Theory of Accounting from the University of KwaZulu-Natal and an MBA from the University of Pretoria. She has over 20 years of experience across financial services, retail and energy, including 14 years in the energy sector. Ms Maluleke has held senior finance leadership roles at BPSA, Shell Downstream South Africa, and Lumika Renewables. During her seven years at Shell Downstream South Africa, she held various finance and strategic leadership roles and was a permanent invitee to its audit and risk committee. She was Chief Financial Officer of Lumika Renewables, a joint venture between Reunert Limited and A.P. Moller Capital. Ms Maluleke served on the board of SSA as an appointee of the Board of Trustees of the Sasol Khanyisa Employee Share Ownership Trust. She was also a director and treasurer of the Southern African Energy Efficiency Confederation, founded and currently leads an ESG and sustainability advisory firm. | |
S Subramoney | |
Nationality: |
South African |
Qualifications: |
BCompt (Hons) (Accounting Science) CA (SA) |
Sasol Limited Board Committee Memberships: |
Audit Committee Remuneration Committee |
Mr 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
84
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 the former chairman of its audit committee.
Senior management—experience
In addition to the three executive directors listed above, we have identified our senior management as the members of our GEC.
Name |
|
Year |
|
Position |
|
Nationality |
|
Year |
V Bester |
1970 |
Executive Vice President: Operations and Projects |
South African |
2024 |
||||
A G M Gerber |
1967 |
Executive Vice President: International Chemicals |
German |
2024 |
||||
C H Herrmann |
1973 |
Executive Vice President: Marketing and Sales Energy and Chemicals Southern Africa |
German |
2024 |
||||
A T Makgala |
1982 |
Executive Vice President: People, SHE, Risk and Corporate Affairs |
South African |
2025 |
||||
C K Mokoena (1) |
1965 |
Executive Vice President: Human Resources & Corporate Affairs |
South African |
2017 |
||||
S D Pillay |
1976 |
Executive Vice President: Business Building, Strategy and Technology |
South African |
2024 |
||||
S L Siyaya |
1982 |
Executive Vice President: Mining |
South African |
2025 |
||||
H Wenhold (2) |
1965 |
Executive Vice President: Mining, Risk and SHE |
South African |
2023 |
(1) Retired as Executive Vice President: Human Resources & Corporate Affairs on 30 September 2025.
(2) Retired as Executive Vice President: Mining, Risk and SHE on 31 August 2025.
85
|
V Bester BScEng (Chemical) and Executive Development Programme |
Appointed on 1 April 2024, Mr. Victor Bester serves as Executive Vice President for Operations and Projects at Sasol. He leads the safe, sustainable, and reliable execution of Southern African operations, with a strategic focus on gas operations in Mozambique. His mandate includes driving cost-effective production strategies, optimising asset management, and ensuring operational excellence across the region. In this pivotal leadership role, Mr. Bester also oversees Sasol’s Projects and Engineering Centre of Excellence, championing the highest standards of technical assurance and project delivery across the group. With nearly three decades of experience in the oil and gas industry, Mr. Bester brings deep operational insight and strategic leadership to the role. Prior to this appointment, he held several senior positions within Sasol and previously served as Managing Director of both the Chevron South Africa Refinery and SAPREF (South African Petroleum Refineries). These roles solidified his reputation for leading complex refining operations, driving transformation, and delivering results in high-stakes environments. |
|
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 profit and loss, maintaining safe, reliable and sustainable operations across multiple geographies, driving customer-led growth and product development. Prior to her appointment she was a President for Arxada AG, Basel Switzerland, a global specialty chemical portfolio company owned by Bain Capital and Cinven. For more than 30 years, Ms Gerber also held various other executive leadership positions in the chemicals industries and is also a member of the supervisory board of ALTANA AG, Germany. |
|
C H Herrmann Diplom-Kaufmann (MBA-equivalent) |
Mr Christian Herrmann was appointed as Executive Vice President, Marketing and Sales Energy and Chemicals, Southern Africa 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 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. Mr Herrmann 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). |
|
A T Makgala BSc Mining Engineering, MBA, Business Strategy, Senior Executive Programme – Africa |
Ms Thabile Makgala was appointed as the Executive Vice President, People, SHE, Risk and Corporate Affairs on 1 October 2025. Prior to her appointment she served as Vice President for Health, Safety, Environment, Security, Communities and Risk for Rio Tinto’s global Minerals Product Group Operations. Before joining Rio Tinto, she served with commensurate success at Impala Platinum as a mining executive where she delivered record safety and productivity performance at the Marula Platinum mine. Ms Makgala has over 20 years’ global experience operating in the gold, coal, diamond, iron ore, mineral sands and platinum sectors across both operations and technical services, and is a champion for greater equity in the mining sector. She played a leading role in driving transformation in the sector, having served as Chairman of Women in Mining South Africa, where she championed diversity and advancement of women in mining. |
86
|
C K Mokoena BA Honours (Human Resources Development B Social Sciences), MCom (Leadership Studies) (Cum Laude) |
Ms Charlotte Mokoena retired as Executive Vice President, Human Resources and Corporate Affairs on 30 September 2025. She was 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 focused on stakeholder relations. Prior to her role at Sasol, 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 Human Resource and Group Executive: Customer experience management. |
|
S D Pillay BScEng (Chemical), PhD Eng (Chemical) |
Dr Sarushen Pillay joined the Group in 2006 and currently holds the position of Executive Vice President: Business Building, Strategy and Technology. 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 |
|
S L Siyaya B.Eng (Mining) |
Mr Sandile Siyaya was appointed as the Executive Vice President, Mining on 1 September 2025. Prior to his appointment as EVP, he was appointed as Senior Vice President for Sasol Mining from 1 July 2023 until 31 August 2025. He has spent most of his career at Sasol having been awarded a Sasol bursary to study Mining Engineering. He joined Sasol Mining in 2007 as an EIT (Engineer-in-Training) and quickly progressed to management ranks through his consistent display of excellent leadership skills. He is known for his ability to bring teams together where engaging and inclusive environments are created. He enjoys working in and with diverse teams and has demonstrated his ability to lead multi-disciplinary teams that deliver results. He is well-respected internally as a firm but fair leader. |
|
H Wenhold B.Eng (Mechanical), MBL |
Mr Hermann Wenhold retired as the Executive Vice President, Mining, Risk and Safety, Health and Environment on 31 August 2025. Prior to his appointment to the GEC, 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 Safety, Health and Environment 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 Safety, Health and Environment, 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.
87
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 plans applicable to executive directors and senior management
For details regarding our long-term incentive plans 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.
Voluntary Disclosure: Pay equity and Workforce compensation.
As part of our commitment to transparency, fairness, and responsible remuneration practices, we voluntarily disclose key workforce compensation metrics, including pay gaps, and gender pay equity indicators, to provide stakeholders with insight into our approach to equitable pay. For details regarding this disclosure, 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 2026 is presented below.
Region |
|
2026 |
|
2025 |
|
2024 |
|
Number of employees |
|||||
South Africa |
23 047 |
|
23 027 |
|
23 543 |
|
Europe |
2 450 |
|
2 535 |
|
2 600 |
|
North America |
1 061 |
|
1 155 |
|
1 285 |
|
Other |
681 |
|
694 |
|
713 |
|
Total |
27 239 |
|
27 411 |
|
28 141 |
|
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
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, as amended (the Companies Act), the following beneficial shareholdings equal to or exceeding 5% of the total issued securities during the last three years were
88
disclosed or established from inquiries as of 30 June 2026.
2026 |
2025 |
2024 |
||||||||||
|
Number of |
|
% of |
|
Number of |
|
% of |
|
Number of |
|
% of |
|
shares |
securities |
shares |
securities |
shares |
securities |
|||||||
GEPF(1) |
124 641 092 |
19,24 |
|
115 502 696 |
17,79 |
|
110 136 077 |
16,98 |
||||
IDC(2) |
53 266 887 |
8,22 |
|
53 266 887 |
8,2 |
|
53 266 887 |
8,21 |
||||
| (1) | Government Employees Pension Fund (GEPF). |
| (2) | Konoil (Pty) Ltd (Industrial Development Corporation of South Africa Limited (IDC)). |
The voting rights of major shareholders do not differ from the voting rights of other shareholders.
As of 31 July 2026, 44 858 209 Sasol ordinary shares, or approximately 6,9% of our total issued securities, were held in the form of ADRs. As of 31 July 2026, 198 record holders in the US held approximately 23,3% 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 2026 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.
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 parties” 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 to “Item 18—Financial Statements” for our financial statements, related notes and other financial information.
Dividend policy
We apply a dividend policy to pay dividends calculated at 30% of Free Cash Flow when net debt (excluding leases) is sustainably below US$ 3bn. 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. Second order capital includes further debt reduction, investment in larger growth and transform projects and/or additional returns to shareholders. Second Order capital can only be allocated when net debt (excluding leases) is sustainably below US$3bn and after we have paid 30% of free cash flow as dividends to shareholders. The board of directors will retain the discretion to consider balance sheet flexibility, and prevailing market conditions in declaring dividend distributions. The board did not declare a dividend for the current year.
When we make a decision on dividends, we take a number of factors into account. These include the impact of the current volatile macro-economic environment, capital investment plans, the current strength of the Company’s balance sheet, and the 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”.
89
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 36 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 2 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 on March 2023.
See Exhibit 1.1 for the Company’s latest MOI.
90
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 connection with 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 of directors’ 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 connection with our board of directors’ 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.
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 connection with 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 connection with 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” herein 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
91
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.
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 connection with 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 connection with 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 connection with 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 connection with our MOI, we are required to deliver written notice of shareholders’ meetings to
92
each shareholder and each beneficial holder (being a person whose name is not on the share register but who has the ultimate right to receive distributions or direct how the shares in question are voted or direct when the shares in question are to be disposed of) at least 15 business days before a meeting. The Companies Act also stipulates that delivery of a notice will be deemed to have taken place on the seventh calendar day following the day on which the notice was posted by way of registered post.
Before a person will be allowed to attend or participate at shareholder meetings in person or by proxy, that person must present reasonably satisfactory identification and the person presiding at the meeting must reasonably satisfy himself/herself that the right of the person to attend as shareholder or proxy has been verified. Meetings of shareholders may be attended by any person who holds shares in the Company and whose name has been entered into our securities register and any person who is entitled to exercise any voting rights in relation to the Company. Any person entitled to attend and to vote at any meeting may appoint a proxy/ies in writing to attend and to vote at such meeting on his/her/its behalf. In respect of shares which are not subject to the rules of a central securities depository, and in respect of which a person holds a beneficial interest which includes the right to vote on a matter, that beneficial holder may attend and vote on a matter at a meeting of shareholders, but only if that person’s name has been entered in our register of disclosures as the holder of that beneficial interest. Shareholders who have dematerialised their shares other than on an own name basis, are required to contact their Central Securities Depository Participant, as the case may be, for assistance to attend and vote at meetings.
In connection with 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 connection with 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 connection with 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.
93
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 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. |
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 SARB which regulates 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 Common Monetary Area (CMA) (which consists of South Africa, Lesotho, Namibia and eSwatini) 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.
94
Although there is no limitation placed on us with regard to the amount of funds that we can transfer from South Africa for an approved foreign investment, the FSD may, however, request us to stagger the capital outflows relating to large foreign investments in order to limit the impact of such outflows on the South African economy and the foreign exchange market.
The FSD also requires us to provide it with an annual report, which will include the results, of all our foreign subsidiaries.
Investment in South African companies
Inward investment. As a general rule, a foreign investor may invest freely in shares in a South African company. Foreign investors may also sell shares in a South African company and transfer the proceeds out of South Africa without restriction. Acquisitions of shares or assets of South African companies by non-South African purchasers are not generally subject to review by the FSD when the consideration is in cash, but 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 connection with 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
95
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 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 connection with 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 non-residents if the sale is attributable to a permanent establishment in SA of the non-resident or if it relates to an interest in immovable property in SA. With effect from 1 October 2007, gains realised on the sale of ordinary shares are automatically deemed to be on capital account, and therefore, subject to capital
gains tax, if the ordinary shares have been held for a continuous period of at least three years by the holder thereof. This deeming provision is limited to ordinary shares and does not extend to preference shares or ADSs. The meaning of the word “resident” is different for individuals and corporations and is governed by the SA Income Tax Act, 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 connection with 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
96
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 connection with 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 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, 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
97
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 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.
98
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 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 2026. 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
99
addition, each US person that is a shareholder of a PFIC, may be required to file an annual report disclosing its ownership of shares in a PFIC and certain other information. US holders should consult their own tax advisors regarding the application of the PFIC rules (including applicable reporting requirements) to their ownership of the shares or ADSs.
US information reporting and backup withholding
Dividend payments made to a holder and proceeds paid from the sale, exchange, or other disposition of shares or ADSs through a US intermediary or other US paying agent may be subject to information reporting to the US Internal Revenue Service (IRS). US federal backup withholding generally is imposed on specified payments to persons who fail to furnish required information. Backup withholding will not apply to a holder who furnishes a correct taxpayer identification number or certificate of foreign status and makes any other required certification, or who is otherwise exempt from backup withholding. US persons who are required to establish their exempt status generally must provide IRS Form W-9 (Request for Taxpayer Identification Number and Certification) or applicable substitute form. 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 270 Park Avenue, Floor 8, New York, NY 10017. 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 |
100
| transactions as well as on conversion of assets and liabilities to rand; and |
| ● | commodity prices, mainly crude oil and chemicals prices; |
Refer to “Item 18—Financial Statements—Note 35 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.
|
|
|
|
|
|
|
|
Fair |
||||||||
Liabilities—notional |
|
2027 |
|
2028 |
|
2029 |
|
2030 |
|
2031 |
|
Thereafter |
|
Total |
|
Value |
|
(Rand in millions) |
|||||||||||||||
Fixed rate (Rand) |
|
— |
|
— |
|
— |
|
— |
— |
|
1 164 |
1 164 |
|
1 164 |
||
Average interest rate |
|
8 |
% |
8 |
% |
8 |
% |
8 |
% |
8 |
% |
8 |
% |
— |
— |
|
Variable rate (Rand) |
|
1 326 |
|
1 355 |
|
1 335 |
|
121 |
|
5 402 |
|
— |
|
9 539 |
|
9 487 |
Average interest rate |
|
9,69 |
% |
9,91 |
% |
10,23 |
% |
10,45 |
% |
10,46 |
% |
— |
— |
— |
||
Fixed Rate (US$) |
|
23 181 |
|
(52) |
|
16 348 |
|
(29) |
|
13 909 |
|
12 264 |
|
65 621 |
|
65 360 |
Average interest rate |
|
5,81 |
% |
6,18 |
% |
5,74 |
% |
4,44 |
% |
4,46 |
% |
4,50 |
% |
— |
— |
|
Variable rate (US$) |
|
(8) |
|
1 856 |
|
2 613 |
|
11 589 |
|
— |
|
— |
16 050 |
|
16 110 |
|
Average interest rate |
|
5,65 |
% |
5,67 |
% |
5,72 |
% |
5,75 |
% |
5,38 |
% |
5,38 |
% |
— |
— |
|
Fixed rate (Euro) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
Average interest rate |
|
— |
% |
— |
% |
— |
% |
— |
% |
— |
% |
— |
% |
— |
— |
|
Variable ratio (Euro) |
— |
— |
— |
— |
— |
— |
— |
— |
||||||||
Average interest rate |
— |
% |
— |
% |
— |
% |
— |
% |
— |
% |
— |
% |
— |
— |
||
Total |
|
24 499 |
|
3 159 |
|
20 296 |
|
11 681 |
|
19 311 |
|
13 428 |
|
92 374 |
|
92 121 |
|
|
|
|
|
|
|
Total |
|||||||
2027 |
2028 |
2029 |
2030 |
2031 |
Thereafter |
Maturity |
||||||||
(Rand in millions) |
||||||||||||||
Foreign Currency Derivatives—held for trading* |
||||||||||||||
US$ |
||||||||||||||
Foreign exchange zero‑cost collars |
|
441 |
— |
|
— |
|
— |
|
— |
|
— |
|
441 |
|
Forward exchange contracts |
|
147 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
147 |
Currency put option (Rand/Dollar) |
50 |
— |
— |
— |
— |
— |
50 |
|||||||
Euro |
||||||||||||||
Foreign Exchange Contracts |
|
(110) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(110) |
Commodity derivatives—held for trading* |
||||||||||||||
Crude oil |
||||||||||||||
Crude oil futures |
7 726 |
— |
— |
— |
— |
— |
7 726 |
|||||||
Crude oil put spread option |
397 |
— |
— |
— |
— |
— |
397 |
|||||||
Crude oil put with call spread option |
|
(83) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(83) |
Other foreign exchange derivatives |
|
158 |
|
203 |
203 |
275 |
275 |
5 506 |
|
6 620 |
||||
Other commodity derivatives |
8 |
— |
— |
— |
— |
— |
8 |
|||||||
* |
Held for trading derivatives are entered into in the normal course of business to mitigate our exposure to foreign exchange rates, interest rates and commodity prices. 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 35 Financial risk management and financial instruments” herein. |
101
12.D American depositary shares
12.D.1 Depositary name and address
J.P. Morgan Chase Bank, N.A. 270 Park Avenue, Floor 8, New York, NY, 10017
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 ADR holders, requires that ADR holders pay the following fees.
Service |
|
Fees (US$) |
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 2026
J.P Morgan paid an amount of US$2 158 966,14 to Sasol on 24 August 2026 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 Exchange Act) as of 30 June 2026. Based on this evaluation, the Company has concluded that its disclosure controls and procedures were ineffective as of 30 June 2026 due to the existence of certain material weaknesses in its internal control over financial reporting, as described further below.
As disclosed in our previously filed annual reports on Form 20-F, the Company has identified material weaknesses in its ICFR. During the year ended 30 June 2026, management undertook remediation measures to address these previously identified material weaknesses. As a result of these efforts, as of 30 June 2026, two material weaknesses, both first identified in our Form 20-F for the year ended 30 June 2025 (2025 Form 20-F) have been remediated. These material weaknesses related to:
(i) |
ineffective IT general controls over user access and the management of changes to certain financial reporting systems for the South African operations; and |
(ii) |
ineffective design and implementation of controls related to the implementation of a new ERP system at an Italian subsidiary that forms part of the Chemicals Eurasia segment. |
Management further evaluated the Company’s internal control over financial reporting during the 2026
102
reporting period and determined that the Company has made measurable progress in addressing the remaining previously identified material weaknesses. However, as of 30 June 2026, management concluded that the following material weaknesses, which were first identified in our Form 20-F for the year ended 30 June 2024 (2024 Form 20-F), had not yet been remediated:
(i) |
inadequate design and implementation of risk assessment processes including those relating to the methodology for the process for determining material entities for internal control over financial reporting purposes; |
(ii) |
lack of adequate resources and understanding of the application of ICFR resulting in ineffective design and implementation of internal controls across the South African businesses, particularly as it pertains to the level of precision and evidence of review, including the completeness and accuracy of the information relied upon; and |
(iii) |
inadequate design and execution of controls over revenue recognition processes and supporting systems at the South African operations. |
Management also concluded that the remaining material weakness identified in our 2025 Form 20-F, relating to insufficient precision in determining the completeness and accuracy of information used in Southern African impairment processes, had not yet been remediated.
Notwithstanding these material weaknesses, management has concluded that, as of 30 June 2026, the consolidated financial statements in this annual report on this Form 20-F present fairly, in all material respects, our financial position, results of operations and cash flows as of and for the periods presented in accordance with 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 13a-15(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 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 IFRS as issued by IASB. 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 2026 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 2026 due to the existence of the material weaknesses described below.
Material weaknesses in Internal Control over Financial Reporting.
103
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 our annual or interim financial statements will not be prevented or detected on a timely basis.
Previously identified material weaknesses not yet resolved
| (i) | Inadequate design and implementation of risk assessment processes, including those relating to the methodology for the process for determining material entities, for internal control over financial reporting purposes. |
As previously disclosed in our Form 20-Fs, management identified a material weakness over the methodology for scoping and evaluating entities across the group for internal control over financial reporting purposes. Management further concluded that existing documented processes and related ICFR risk assessments were not performed in a timely manner and that the Company’s current risk assessment framework and related documentation processes are insufficient.
| (ii) | Lack of adequate resources and understanding of the application of ICFR resulting in ineffective design and implementation of internal controls across the South African businesses particularly as it pertains to the level of precision and evidence of review, including the completeness and accuracy of the information relied upon. |
As previously disclosed in our Form 20-Fs, management identified a material weakness arising from a lack of adequate resources and understanding of the application of internal control over financial reporting. This material weakness resulted in the ineffective design and implementation of business process and system reliant internal controls across the South African businesses to prevent or timely detect material misstatements as result of: (i) the lack of documented, standardised control processes that are sufficiently detailed to ensure information used in the execution of controls is accurate and complete and that automated system functionality operates as intended; (ii) the lack of a standardised 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 control over financial reporting of the South African businesses.
| (iii) | Inadequate design and execution of controls over revenue recognition processes and supporting systems at the South African operations |
As previously disclosed in our 2025 Form 20-F, management identified a material weakness relating to inadequate design and execution of controls over revenue recognition processes and supporting systems at the South African operations.
This material weakness primarily relates to the completeness and accuracy of volume and pricing information transferred through system interfaces.
The previously disclosed overstatement of revenue and materials, energy and consumables within Sasol Oil was caused by the inadequate design and execution of controls over revenue recognition processes and supporting systems at the South African businesses and was corrected prior to the issuance of the Company’s consolidated financial statements for the year ended 30 June 2024.
| (iv) | Insufficient precision in determining the completeness and accuracy of information used in Southern African impairment processes |
As previously disclosed in our 2025 Form 20-F, management identified a material weakness relating to the design and implementation of controls over the Southern African impairment processes. Management concluded that these controls required greater precision to ensure the completeness and accuracy of financial and operational information, and assumptions input in impairment assessments, and to prevent or detect a material misstatement on a timely basis.
104
These material weaknesses resulted in no material misstatements in the 2026 financial statements, however, a reasonable possibility exists that material misstatements in the Company’s financial statements will not be prevented or detected on a timely basis.
(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-1 of this annual report on Form 20-F.
(d)Changes in internal control over financial reporting
Remediation of previously identified material weaknesses
| (1) | Ineffective IT general controls over user access and the management of changes to certain financial reporting systems for the South African operations. |
In our 2025 Form 20-F, management identified a material weakness relating to ineffective IT general controls over user access and the management of changes to certain ERP and other financial reporting systems supporting the South African operations. The material weakness related primarily to internal control design deficiencies based on: (i) inadequate design of controls to restrict privileged access to certain financial reporting systems; (ii) inadequate resources to execute controls; and (iii) lack of adequate controls to prevent unauthorised system changes.
During the financial year ended 30 June 2026, management implemented remediation measures to address the underlying causes of this material weakness. These measures included enhancing user access, privileged access and change management controls; implementing additional controls over database administration and privileged database access; strengthening IT controls within key financial reporting systems and related access management platforms;
enhancing vulnerability management processes; addressing relevant service organisation control report considerations; increasing IT assurance and SOX compliance capacity, including filling of key vacancies; providing targeted support and training to enhance the teams’ understanding of ICFR requirements; and updating SOX control documentation to better align control design and execution with identified risks.
Management assessed the remediated controls over a sufficient period and completed testing to determine whether they were designed and operating effectively. Based on the remedial actions implemented, the sustained operation of the remediated controls and the results of management’s testing, management concluded that the material weakness had been remediated as of 30 June 2026.
| (2) | Ineffective design and implementation of controls over the implementation of a new ERP system at an Italian subsidiary that forms part of the Chemicals Eurasia segment. |
In our 2025 Form 20-F, management identified a material weakness relating to the ineffective design and implementation of controls over the implementation of a new ERP system at an Italian subsidiary within the Chemicals Eurasia segment. The material weakness arose from deficiencies in project governance over (i) the design of effective controls over the ERP implementation to ensure appropriate data conversion and data integrity; (ii) the provision of sufficient end-user training and guidance documentation to support effective system operation and execution of responsibilities; and (iii) testing of comprehensive set of scenarios as part of user acceptance testing to verify system technical performance.
During the financial year ended 30 June 2026, management implemented remediation measures to address the underlying causes of this material weakness. These measures included enhancing project governance and oversight over ERP implementations by embedding SOX compliance requirements into project risk management and governance processes; remediating identified control design and operating effectiveness
105
deficiencies; strengthening end-user training, data migration validation, and post-conversion data review procedures; expanding user acceptance testing to include additional end-to-end business scenarios and SOX control testing; establishing formal documentation and evidence retention requirements; and enhancing access management and privileged access monitoring controls. These additional controls implemented as part of the remediation process for this material weakness have also been incorporated into subsequent ERP deployment activities to strengthen control design, testing and implementation processes.
Management assessed the remediated controls over a sufficient period and completed testing to determine whether they were designed and operating effectively. Based on the implementation of the remediation plan, the sustained operation of the remediated controls and the results of management’s testing, management concluded that the material weakness had been remediated as of 30 June 2026.
Remediation measures on open material weaknesses
The Company remains committed to ensuring a strong internal control environment. Management, with oversight from the Audit Committee, continues to implement and, where necessary, refine its remediation plans to address the material weaknesses previously identified. Remediating these deficiencies remains a key priority for the Company, and management has made measurable progress during the year in implementing remedial actions designed to address the underlying causes of the material weaknesses.
The Company continues to advance its remediation activities in accordance with the established remediation plan, During the financial year ended 30 June 2026, management implemented, a broad range of remedial measures and made meaningful progress on additional remediation activities that remain ongoing, designed to address the underlying causes of the material weaknesses previously identified in our 2025 Form 20-F and strengthen the Company’s internal controls over financial reporting. These measures include:
| ● | Risk Assessment Framework Enhancements: Management enhanced the Company’s ICFR risk assessment framework through updated guidance, completion of group-level and selected process-level risk assessments and risk workshops across certain key financial reporting processes to identify areas requiring control enhancements. Completion of the remaining process-level risk assessments and related remediation activities remain in progress and are expected to continue during the financial year ending 30 June 2027. |
| ● | Scoping Methodology and System Enablement: Management enhanced its SOX scoping methodology to strengthen the identification and assessment of material entities, significant accounts, relevant financial reporting risks and financial reporting systems. During the financial year ended 30 June 2026, the Company applied the enhanced scoping methodology using the new implemented system-enabled scoping solution and further refined the solution and related process during the year-end scoping activities. Further refinement of the scoping process remains ongoing. |
| ● | SOX Governance, Standards and Framework Compliance: Management enhanced the Company’s SOX sustainment framework through updates to standards and guidance supporting ICFR compliance. Management also implemented framework compliance monitoring capabilities and established enterprise-level controls linked within a system solution to the COSO framework to strengthen oversight, monitoring and accountability over the Company’s internal control environment. Management continues to refine certain of its enterprise-level controls to further strengthen framework compliance. |
| ● | Process Documentation and Risk Identification: Management continued to document, review and enhance financial reporting processes across the South African and Eurasian businesses. During the financial year ended 30 June 2026, management made substantial progress in documenting and updating process flows, including those supporting revenue recognition in South Africa, documenting control activities and |
106
| evaluating system interfaces supporting financial reporting processes. The update and refinement of certain process documentation remain in progress and will continue during the financial year ending 30 June 2027 as part of management’s ongoing remediation activities. Management will continue to develop and finalise a formal process to support the ongoing maintenance, review and updating of process documentation. |
| ● | Control Design and Control Execution Enhancements: Management enhanced control execution and management review practices across key financial reporting processes to improve control precision and evidence of execution. Remediation activities include strengthening controls over the completeness and accuracy of information used in control execution, enhancing documentation and evidence retention requirements, and redesigning selected controls to more effectively address identified financial reporting risks. Management continues to monitor the effectiveness of these enhancements and implement additional improvements as required. |
| ● | Training and Awareness: Management provided targeted SOX and SEC reporting training to control owners, process owners and senior management to reinforce internal control responsibilities, control execution requirements and governance expectations. Management believes these activities have contributed to improved awareness and consistency in the execution of controls. Additional training initiatives and awareness activities remain in development to further support sustainable internal control practices across the organisation. |
| ● | Eurasia Control Environment: Management completed risk assessment activities, process flow documentation and related control enhancements for the Eurasian businesses to address previously identified control design and execution deficiencies and strengthen the related internal control environment. As a result of these actions, the Eurasian businesses are no longer included within the remaining material weakness relating to the lack of adequate resources and understanding of the application of ICFR. |
| ● | SOX Organisational Structure and Resources: Management strengthened its SOX governance capability by filling key vacancies within the SOX organisation, engaging additional external resources to support remediation activities, and enhancing capacity to support risk assessment, monitoring and compliance activities. The Company continues to assess the resources, capabilities and organisational structure required to support the long-term sustainability of its internal control over financial reporting program. |
| ● | Revenue System Interfaces and Third-Party Systems: Management enhanced its understanding of the controls required over revenue-related system interfaces and third-party applications supporting revenue recognition processes. Remediation activities included the identification and evaluation of revenue-related systems, interfaces and third-party service providers, assessment of related control requirements, and progressing the design of additional controls to improve the completeness and accuracy of information utilised in revenue recognition processes. These activities also supported the identification of control enhancements required over revenue processes and related technology environments. The implementation of these remediation activities will continue in the financial year ending 30 June 2027, including the completion of control enhancements and the evaluation of remaining system interface and third-party service provider risks. |
| ● | Impairment Process Control and System Solution Enhancements: Management enhanced controls over the Southern African impairment process, including controls over key financial and operational inputs, impairment methodologies, significant assumptions, model outputs and other information used in impairment assessments. Remediation activities included strengthening review and analytical procedures and improving controls over the completeness and accuracy of information incorporated into impairment assessments. Management also enhanced the impairment system solution by implementing additional workflow, validation and automated control capabilities to strengthen governance over impairment |
107
| calculations and the completeness and accuracy of related inputs and outputs. Management will continue to refine certain impairment controls to ensure completeness and accuracy of model inputs and further simplify and standardise aspects of the Southern African impairment process and system solution during the financial year ending 30 June 2027. |
We believe our actions will be effective in remediating the above noted material weaknesses, and we continue to devote significant time and attention to ensuring the proper implementation of these remedial measures. As we continue to evaluate and work to improve our internal control over financial reporting, we may take additional measures to address these control deficiencies, or we may modify certain of the remediation measures described above. The material weaknesses will not be considered remediated until we have completed designing and implementing the longer-term remediation efforts, the applicable remedial controls have been in operation for a sufficient period of time, and management has concluded, through testing, that these controls are operating effectively.
See “Risk Factors – Our shareholders might lose confidence in our financial and other public reporting if we continue to identify material weaknesses, and fail to maintain an effective system of ICFR which in turn may adversely affect our share price”.
Except for the identification of the material weaknesses and the remediation procedures implemented by the Company 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 2026 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 Sasol’s code of conduct (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 applies to all Sasol employees and directors worldwide, except as otherwise stated in the Code of Conduct. Joint venture companies and associated companies are encouraged to adopt similar principles.
The Code of Conduct is available on our website. The website address is: https://www.sasol.com/esg/ethics/sasol-code-of-conduct
This website is not incorporated by reference in this annual report.
We operate an independent ethics -line through external advisors where reports can be made telephonically, via e-mail or from the website. The confidential and anonymous ethics line provides an impartial facility 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 2025.
108
|
|
Audit‑ |
|
|
All |
|
||||
Audit |
related |
Tax |
other |
|||||||
|
fees |
|
fees (2) |
|
fees (2) |
|
fees (2) |
|
Total |
|
(Rand in millions) |
||||||||||
2026(1) |
|
182 |
12 |
— |
4 |
198 |
||||
2025(1) |
|
160 |
7 |
— |
4 |
171 |
||||
| (1) | In respect of our audit committee approval process, all non-audit and audit fees paid to KPMG in 2026 and 2025 have been pre-approved by the audit committee. |
| (2) | The audit committee approved non-audit services of 9% (2025: 7%) in relation to audit fee. |
Audit fees consist of fees billed for the annual audit of the Company’s consolidated financial statements, review of the group’s ICFR in accordance with Section 404 of the Sarbanes-Oxley Act and the audit of statutory financial statements of the Company’s subsidiaries, including fees billed for assurance and related services that are reasonably related to the performance of the audit or reviews of the Company’s financial statements that are services that only an external auditor can reasonably provide.
Audit related fees consist of the review of documents filed with regulatory authorities, 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 registered public accounting firm were approved by the audit committee of our board of directors, which concluded that the provision of such services by the independent registered public accounting firm was compatible with
the maintenance of that firm’s independence in the conduct of its auditing functions.
In connection with 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 and ratifies it as such.
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 registered public accounting firm 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 registered public accounting firm 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 registered public accounting firm.
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 2026.
Item 16.D EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not applicable.
109
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 2026 |
— |
— |
— |
— |
— |
|||||
2025-07-01 to 2026-06-30 |
|
— |
|
— |
|
— |
|
— |
|
— |
— |
— |
— |
Item 16.F CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
Not applicable
Item 16.G CORPORATE GOVERNANCE
Sasol maintains a primary listing of its ordinary shares and Sasol BEE ordinary shares on the Johannesburg Stock Exchange operated by the JSE and a listing of ADRs 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 2026.
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
Refer to “Insider Trading Policy and procedures” as contained in Exhibit 11.1, for further details of our insider trading policy.
110
Item 16.K CYBERSECURITY
Risk Management and Strategy
| ● | Identification and understanding of the risk; |
| ● | Implementation of preventative and corrective controls; |
| ● | Execution and monitoring of mitigating controls; |
| ● | Governance, assurance, and reporting of the process’s efficacy; and |
| ● | Continuous analysis and improvement of our cybersecurity processes to ensure we are able to respond to an ever-changing threat landscape. |
To further support this, our governance uses multiple levels of assurance by segregated and independent parties, consisting of:
| ● | Level 1 & 2 risk measures which focuses on assurance activities performed by employees and management within the function; |
| ● | Level 3 assurance, which is performed by independent internal audit function; |
| ● | Level 4 assurance, which is done by external independent assurance providers; and finally |
| ● | Level 5 assurance is the accountability of the Sasol Group Executive Committee (GEC), who are the oversight body guiding cybersecurity posture, risk mitigation and information security controls. |
In addition, several penetration, red-teaming, and simulation exercises are conducted annually to continuously strengthen governance controls.
Refer to “Item 3.D. Risks related to information management” on cybersecurity risks.
From a framework perspective,
Despite this, we are cognisant that cyber-attacks are increasing in both volume and sophistication, particularly with the growing use of AI to enhance adversary capabilities. In response to the evolving cyber threat landscape, Sasol is continuously strengthening its cyber security posture by evolving its control environment, actively leveraging AI to enhance detection and response across Sasol’s defence-in-depth strategy.
Governance
111
Leading Cybersecurity Management
For a description of the risks from cybersecurity threats that may materially affect our Company and how they may do so, see “Item 3. 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 KPMG Inc (PCAOB ID No.
Index to Consolidated Financial Statements for the years ended 30 June 2026, 2025 and 2024
Report of the Independent Registered Public Accounting Firm (KPMG) |
F-1 |
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. |
112
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 and subsidiaries’ (the Group) internal control over financial reporting as of 30 June 2026, 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 2026, 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 statements of financial position of the Group as of 30 June 2026 and 2025, the related consolidated income statements, statements of comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended 30 June 2026, and the related notes (collectively, the consolidated financial statements), and our report dated 1 September 2026 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.
| ● | Inadequate design and implementation of risk assessment processes, including those relating to the methodology for the process of determining material entities, for internal control over financial reporting (ICFR) purposes; |
| ● | Lack of adequate resources and understanding of the application of ICFR resulting in ineffective design and implementation of internal controls across the South African businesses, particularly as it pertains to the level of precision and evidence of review, including the completeness and accuracy of the information relied upon |
| ● | Inadequate design and execution of controls over revenue recognition processes and supporting systems at the South African operations |
| ● | Insufficient precision in determining the completeness and accuracy of information used in Southern African impairment processes |
The material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2026 consolidated financial statements, and this report does not affect our report on those consolidated financial statements.
F-1
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 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, South Africa
1 September 2026
F-2
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 statements of financial position of Sasol Limited and subsidiaries (the Group) as of 30 June 2026 and 2025, the related consolidated income statements, statements of comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended 30 June 2026, 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 2026 and 2025, and the results of its operations and its cash flows for each of the years in the three-year period ended 30 June 2026, in conformity with International Financial Reporting Standards (IFRS Accounting Standards) as issued by the International Accounting Standards Board.
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 2026, 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 1 September 2026 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 audits. 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 audits 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.
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-3
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 2026 amount to R 146 710 million and R 11 375 million, respectively, a portion of which related to certain cash generating units (“CGUs”) in some of which management recognised an impairment of R 16 504 million. As discussed in Note 8, the Group assesses property, plant and equipment and right of use 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 CGUs, 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 Southern African and US Chemicals CGUs as a critical audit matter. Minor changes to certain assumptions would have had a significant effect on the determination of the recoverable amounts. 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, US ethane & ethylene chemical prices and certain other chemical prices used in the assessment of the recoverable amounts |
| ◾ | Weighted average cost of capital (“WACC”) rates for South Africa, Mozambique and the US |
| ◾ | Forecast sales volumes and gross margins for the US Chemicals CGUs |
| ◾ | Impact of the proposed Carbon tax legislation on the Southern Africa Integrated Value Chain (“SA IVC”) cash flow assumptions |
| ◾ | Impact of implementing the Group’s Emissions Reduction Roadmap (“ERR”) on the South Africa IVC cash flow assumptions |
The following are the primary procedures we performed to address this critical audit matter:
| ◾ | We performed sensitivity analyses over the key assumptions, as defined above, used to determine the recoverable amounts to assess the impact of changes in those assumptions on the recoverable amounts |
| ◾ | We compared the forecasted cash flows related to certain Southern African and US Chemicals CGUs used in the recoverable amount analysis against actual past performance and previous forecasts to assess the Group’s ability to forecast its cash flows |
| ◾ | We evaluated the appropriateness of the impact of management’s ERR adjustments on the value-in-use calculations through the following procedures: we held discussions with management and evaluated whether the emissions reduction roadmap adjustments are reasonable by assessing their consistency with management’s approved plans and publicly available information. |
| ◾ | We involved valuation professionals with specialised skills and knowledge, who assisted the audit team in: |
o |
evaluating the Group’s WACC rates, USD/ZAR exchange rate, Brent crude oil price, US ethane & ethylene, and certain other chemical prices by comparing with publicly available data |
o |
developing an expectation of the US Chemicals CGU’s revenue growth rates and gross margins based on comparable market information and comparing those rates to the rates used by management |
F-4
| ◾ | We also involved taxation professionals, with specialised skills and knowledge, who assisted in evaluating 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 Carbon Tax legislation in South Africa. |
Evaluation of the environmental provisions related to certain sites within South Africa and Mozambique
As discussed in Note 29 of the consolidated financial statements, the Group has recorded environmental provisions of R 14 504 million as of 30 June 2026, a portion of which relates to certain sites within South Africa and Mozambique. The environmental obligation includes estimated costs for the rehabilitation of coal mining, oil, gas, and petrochemical sites. 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 cash flows in the period in which the obligation is settled.
We identified the evaluation of the environmental provisions related to certain sites within South Africa and Mozambique as a critical audit matter. This matter required especially challenging, subjective and complex auditor judgement, including specialised skills and knowledge in evaluating the Group’s environmental provision related to these sites, including:
| ◾ | The selection of methods to estimate the closure costs; and |
| ◾ | The reasonableness of the unit rates used for certain cost estimates |
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 closure and rehabilitation plans against applicable regulatory and legislative requirements; |
| ● | Evaluating the methodology used by the Group’s internal and external experts against industry practice and our understanding of the business; and |
| ● | Assessing the reasonableness of the cost estimates against the closure and rehabilitation plan. |
/s/
We have served as the Group’s auditor since 2024.
1 September 2026
F-5
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 Regional Operations and Asset Services (ROAS), 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 ROAS.
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 - Mozambique |
||||||
(Rand in millions) |
||||||
Year ended 30 June |
|
2026 |
|
2025 |
|
2024 |
Acquisition of proved properties |
— |
— |
— |
|||
Acquisition of unproved properties |
|
— |
— |
— |
||
Exploration |
|
139,5 |
1 145,2 |
194,2 |
||
Development |
|
1 144,0 |
2 114,8 |
6 018,0 |
||
Total costs incurred(1) |
|
1 283,5 |
3 260,0 |
6 212,2 |
||
(1) |
In addition to cost incurred above, capitalised asset retirement obligation costs (including relevant movements arising from subsequent changes) relating to these assets, amount to R738 million (2025: (R73 million); 2024: (R399 million)). |
G-1
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 - Mozambique |
||||||
|
(Rand in millions) |
|||||
Year ended 30 June |
|
2026 |
|
2025 |
|
2024 |
Proved properties |
|
39 060,9 |
35 488,9 |
31 013,0 |
||
Producing wells and equipment |
|
36 182,7 |
14 321,6 |
12 716,4 |
||
Non-producing wells and equipment |
|
2 878,2 |
21 167,3 |
18 296,6 |
||
Unproved properties |
|
3 426,6 |
3 985,5 |
3 184,5 |
||
Capitalised costs |
|
42 487,5 |
39 474,4 |
34 197,5 |
||
Accumulated depreciation and valuation allowances |
|
(24 059,3) |
(17 385,5) |
(9 693,4) |
||
Net book value |
|
18 428,2 |
22 088,9 |
24 504,0 |
||
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.
Natural Oil and Gas - Mozambique |
||||||
(Rand in millions) |
||||||
Year ended 30 June |
|
2026 |
2025 |
|
2024 |
|
Sales to unaffiliated parties |
|
1 057,0 |
983,0 |
1 018,8 |
||
Transfers to affiliated parties |
|
5 910,6 |
6 231,6 |
5 456,0 |
||
Total revenues |
|
6 967,6 |
7 214,6 |
6 474,8 |
||
Production costs(1) |
|
(1 092,0) |
(112,8) |
(1 519,4) |
||
Foreign currency translation (losses)/gains |
|
(135,9) |
39,9 |
306,7 |
||
Exploration expenses |
|
(165,5) |
(510,1) |
(252,8) |
||
Valuation provision(2) |
|
(5 389,9) |
(5 455,2) |
882,5 |
||
Depreciation |
|
(1 273,1) |
(989,7) |
(495,1) |
||
Operating (loss)/profit(3) |
|
(1 088,8) |
186,7 |
5 396,7 |
||
Tax |
|
352,8 |
(694,1) |
(1 090,8) |
||
Results of operations |
|
(736,0) |
(507,4) |
4 305,9 |
||
| (1) | Production cost includes the asset retirement obligation movements of R681 million in 2025 and (R583 million) in 2024. Production costs have been revised for 2025 and 2024. |
| (2) | Valuation provision includes an impairment of R3 822 million (2025: R3 142 million; 2024: (R1 143 million)) related to the Pande-Temane PSA asset, R1 534 million (2025: R934 million; 2024: R134 million) related to the integrated value chain impairment assessment allocation and impairment of exploration assets of R36 million (2025: R1 251 million; 2024: None). |
(3)Exclude notional interest on asset retirement obligations of R189 million (2025: R265 million; 2024: R261 million).
G-2
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 2026 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 2026, the total proved reserve estimate for natural oil and gas is 75,7 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) (3) |
Natural gas(2) |
Oil equivalent(2) |
||||
|
Mozambique(1) |
|
Mozambique(1) |
|
Mozambique(1) |
|
|
Millions of barrels |
|
Billions of cubic feet |
|
Equivalent, Millions of barrels |
|
Balance at 30 June 2023 |
|
5,2 |
729,5 |
126,8 |
||
Revisions |
|
(1,3) |
0,4 |
(1,3) |
||
Improved recovery |
— |
16,7 |
2,7 |
|||
Production(4) |
|
(0,2) |
(120,6) |
(20,2) |
||
Balance at 30 June 2024 |
|
3,7 |
626,0 |
108,0 |
||
Revisions |
|
(0,1) |
40,9 |
6,7 |
||
Improved recovery |
|
— |
30,4 |
5,1 |
||
Production(4) |
|
(0,2) |
(115,2) |
(19,3) |
||
Balance at 30 June 2025 |
|
3,4 |
582,1 |
100,5 |
||
Revisions |
|
(0,4) |
(54,2) |
(9,4) |
||
Production(4) |
|
(0,5) |
(89,1) |
(15,3) |
||
Balance at 30 June 2026 |
|
2,6 |
438,8 |
75,7 |
||
Proved developed reserves |
||||||
At 30 June 2023 |
|
0,8 |
544,7 |
91,6 |
||
At 30 June 2024 |
0,6 |
429,9 |
72,3 |
|||
At 30 June 2025 |
|
0,7 |
396,9 |
66,9 |
||
At 30 June 2026 |
|
2,4 |
343,9 |
59,7 |
||
Proved undeveloped reserves |
||||||
At 30 June 2023 |
|
4,4 |
184,8 |
35,2 |
||
At 30 June 2024 |
3,1 |
196,1 |
35,7 |
|||
At 30 June 2025 |
|
2,7 |
185,2 |
33,6 |
||
At 30 June 2026 |
|
0,2 |
94,8 |
16,0 |
| (1) | Natural oil and gas production in Mozambique in 2023 originated from the single operational Pande - Temane PPA field and in 2024, 2025 and 2026 from Pande-Temane PPA and Pande-Temane PSA, which each comprises more than 15% of our total proved reserves of natural oil and gas. LPG originated in 2026 from Pande-Temane PSA (extracted from both the oil and gas phases) and is accounted for as oil. The numbers presented in this table may not sum precisely to the totals provided due to rounding. |
| (2) | Volumes presented in this table are after deduction of Royalty in PSA, after deduction of the Petroleum Production Tax taken in kind in PPA. |
| (3) | Oil and condensate volumes presented in this table include LPG quantities recovered from the liquid and gas streams produced from the Pande-Temane PSA. Following processing and product separation, recovered LPG volumes are included within the oil category, while the gas category reflects the remaining sales gas volumes. |
| (4) | Production quantities are restricted to entitlement to sales. |
G-3
Preparation of reserve estimates
To ensure ROAS’s internal estimates of natural oil and gas reserves are appropriate, are accurately disclosed and are compliant with current SEC regulations and FASB requirements, ROAS 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 ROAS 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 37 years’ experience in oil and gas exploration and production activities with 34 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 ROAS Senior Vice President under guidance of the ROAS 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-4
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 |
||
|
Mozambique |
|
Year ended 30 June 2024 |
|
|
Future cash inflows |
|
43 234,8 |
Future production costs |
|
(16 060,7) |
Future development costs(1) |
|
(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 |
Year ended 30 June 2025 |
||
Future cash inflows |
|
40 510,5 |
Future production costs |
|
(12 444,1) |
Future development costs(1) |
|
(9 825,2) |
Future income taxes |
|
(4 964,0) |
Undiscounted future net cash flows |
|
13 277,2 |
10% annual discount for timing of estimated cash flows |
|
(1 665,4) |
Standardised measure of discounted future net cash flows |
|
11 611,8 |
Year ended 30 June 2026 |
||
Future cash inflows |
|
28 096,3 |
Future production costs |
|
(11 403,5) |
Future development costs(1) |
|
(7 163,0) |
Future income taxes |
|
(2 710,9) |
Undiscounted future net cash flows |
|
6 818,9 |
10% annual discount for timing of estimated cash flows |
|
(265,3) |
Standardised measure of discounted future net cash flows |
|
6 553,6 |
(1) This includes all estimated future costs to settle asset retirement obligations.
Standardised measure of discounted future net cash flows
The standardised measure of discounted future net cash flows, relating to the proved reserves in the table above, are calculated in accordance with the requirements of FASB ASC Section 932-235. Future cash inflows are computed by applying the prices used in estimating proved reserves to the year-end quantities of those reserves. Future development and production costs are computed by applying the costs used in estimating proved reserves. Future income taxes are computed by applying the appropriate year-end statutory tax rates, with consideration of future tax rates already legislated, to the future pre-tax net cash flows relating to the reserves, less the tax basis of the properties involved. The future income tax expenses therefore give effect to the tax deductions, tax credits and allowances relating to the reserves.
Discounted future net cash flows are the result of subtracting future development and production costs and future income taxes from the cash inflows. A discount rate of 10 percent a year is applied to reflect the timing of the future net cash flows relating to the reserves.
G-5
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 |
|
Present value at 30 June 2023 |
|
9 081,5 |
Net changes for the year |
|
434,4 |
Sales and transfers of oil and gas produced net of production costs |
|
(4 532,0) |
Development costs incurred |
|
7 716,3 |
Net change due to current reserves estimates from: |
||
Revisions |
(1 513,9) |
|
Improved recovery |
2 168,1 |
|
Net changes in prices and costs related to future production |
|
(5 503,3) |
Changes in estimated future development costs(1) |
|
(1 496,7) |
Accretion of discount |
|
1 512,5 |
Net change in income tax |
|
2 649,9 |
Net change due to exchange rate |
(566,5) |
|
Present value at 30 June 2024 |
|
9 515,9 |
Net changes for the year |
|
2 095,9 |
Sales and transfers of oil and gas produced net of production costs |
|
(4 802,0) |
Development costs incurred |
|
3 055,3 |
Net change due to current reserves estimates from: |
||
Revisions |
|
1 034,5 |
Improved recovery |
|
2 344,6 |
Net changes in prices and costs related to future production |
822,5 |
|
Changes in estimated future development costs(1) |
|
(896,6) |
Accretion of discount |
|
1 290,9 |
Net change in income tax |
|
(407,9) |
Net change due to exchange rate |
|
(345,4) |
Present value at 30 June 2025 |
|
11 611,8 |
Net changes for the year |
|
(5 058,2) |
Sales and transfers of oil and gas produced net of production costs |
|
(4 543,4) |
Development costs incurred |
|
1 936,7 |
Net change due to current reserves estimates from: |
|
|
Revisions |
|
(1 634,7) |
Net changes in prices and costs related to future production |
|
(2 093,4) |
Changes in estimated future development costs(1) |
|
(595,3) |
Accretion of discount |
|
1 541,3 |
Net change in income tax |
|
1 626,4 |
Net change due to exchange rate |
|
(1 295,8) |
Present value at 30 June 2026 |
|
6 553,6 |
(1) Includes all estimated future costs to settle asset retirement obligations.
G-6
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 |
|
2026 |
|
2025 |
|
2024 |
Acquisition of proved properties |
|
|
||||
Exploration |
166,2 |
122,6 |
108,7 |
|||
Development |
4 109,8 |
2 778,9 |
2 286,3 |
|||
Total costs incurred |
4 276,0 |
2 901,5 |
2 395,0 |
|||
TABLE 2—CAPITALISED COSTS RELATING TO SYNTHETIC OIL ACTIVITIES
The table below summarises the aggregate amount of property, plants 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 |
|
2026 |
|
2025 |
|
2024 |
Proved properties |
|
149 721,7 |
130 183,0 |
125 915,4 |
||
Producing wells and equipment |
|
149 059,3 |
129 532,6 |
125 265,0 |
||
Non-producing wells and equipment |
|
662,4 |
650,4 |
650,4 |
||
Unproved properties |
|
96,0 |
96,0 |
144,3 |
||
Capitalised costs |
|
149 817,7 |
130 279,0 |
126 059,7 |
||
Accumulated depreciation, amortisation and valuation allowances |
|
(125 744,8) |
(111 293,8) |
(105 894,6) |
||
Net book value |
|
24 072,9 |
18 985,2 |
20 165,1 |
||
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 |
|
2026 |
|
2025 |
|
2024 |
Sales to unaffiliated parties |
|
— |
— |
— |
||
Transfers to affiliated parties |
63 987,1 |
57 924,0 |
71 523,6 |
|||
Total revenues |
63 987,1 |
57 924,0 |
71 523,6 |
|||
Production costs |
(39 197,8) |
(36 917,4) |
(34 812,9) |
|||
Foreign currency translation (losses)/gains |
7,8 |
9,8 |
(10,4) |
|||
Exploration expenses |
(56,8) |
(44,2) |
(42,1) |
|||
Depreciation, amortisation and valuation provisions |
(12 163,0) |
(8 968,2) |
(12 571,4) |
|||
Operating profit/(loss) |
12 577,3 |
12 004,0 |
24 086,8 |
|||
Tax |
88,5 |
(216,7) |
(5 470,4) |
|||
Results of operations |
12 665,8 |
11 787,3 |
18 616,4 |
|||
G-7
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 2026, the total proved reserve estimate for synthetic oil is 892,9 million barrels in oil equivalent terms.
Synthetic oil—South Africa |
||||||||
(Millions of barrels) |
||||||||
|
2026 |
|
2025 |
|
2024 |
2023 |
||
Opening balance |
|
920,9 |
1 024,6 |
1 043,2 |
1 081,2 |
|||
Revisions(1) |
9,1 |
(74,8) |
13,9 |
(5,5) |
||||
Extensions/discoveries |
||||||||
Production(2) |
(37,1) |
(28,9) |
(32,5) |
(32,5) |
||||
Balance at 30 June |
892,9 |
920,9 |
1 024,6 |
1 043,2 |
||||
Proved developed reserves |
754,3 |
782,3 |
886,0 |
904,6 |
||||
Proved undeveloped reserves |
138,6 |
138,6 |
138,6 |
138,6 |
||||
(1) |
There were minor revisions in 2026 to proved reserves across the complex due to the addition of mining areas. These variations were assessed as part of our annual reserve update and amounted to a gain of approximately 9,1 mm bbl (4,7Mt coarse coal equivalent) compared to our results as at 30 June 2025. |
(2) |
The focus on section deployment and stonework productivity, together with minimal geological structures encountered during the year, assisted with the increase in output in 2026. |
Conversion process of coal reserves into synthetic oil reserves
Synthetic oil reserves are limited to the proved coal reserves and based on Run of Mine (ROM) coarse coal volumes provided by Sasol Mining. The ROM tonnage has been pre classified to include only coarse coal allocated to the gasification process and is subsequently converted to Dry Ash Free (DAF) volumes by applying a historically based conversion factor of 63,33%. DAF (dry ash free) coal refers to coal quality data expressed on a theoretical basis in which both moisture and ash have been completely removed, so that only the organic, combustible portion of the coal (volatile matter and fixed carbon) is considered. The DAF coal volumes are converted to final products using an assumed yield of 0,3825 tons of final product per DAF ton of coal. Final product volumes are converted to white product equivalent barrels using a conversion factor of 7,2864 and are subsequently converted to synthetic crude barrels based on an assumed refinery yield of 91,7%. The ROM ton coal to synthetic oil reserves in barrels can be consolidated into a single conversion factor of 1,9248, i.e. (0,6333 x 0,3825 x 7,2864)/0,917.
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 |
|
2026 |
|
2025(2) |
|
2024(2) |
Future cash inflows(1) |
|
1 187 617,4 |
1 234 433,4 |
1 558 531,5 |
||
Future production costs |
|
(854 012,2) |
(887 074,3) |
(850 819,5) |
||
Future development costs |
|
(216 119,0) |
(234 860,5) |
(272 075,5) |
||
Future income taxes |
|
(31 721,3) |
(30 374,6) |
(117 621,8) |
||
Undiscounted future net cash flows |
|
85 764,9 |
82 124,0 |
318 014,7 |
||
10% annual discount for timing of estimated cash flows |
|
(42 296,7) |
(53 323,1) |
(189 972,0) |
||
Standardised measure of discounted future net cash flows |
|
43 468,2 |
28 800,9 |
128 042,7 |
||
| (1) | Decrease mainly due to the strengthening of the rand against the US dollar, offset by a stronger outlook on average sales price per barrel resulting from higher global oil prices. |
| (2) | The Company has reconsidered its departure from the disclosure requirements and, notwithstanding the prior rationale, has concluded that, for proved synthetic oil reserves, future cash flows related to the settlement of asset retirement obligations should be included consistently |
G-8
| in the standardized measure. Accordingly, in this and future filings the Company will disclose for all the estimated future asset retirement obligation costs under “Future development costs” - prior years 2025 and 2024 have been restated accordingly. |
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.
TABLE 6—CHANGES IN THE STANDARDISED MEASURE OF DISCOUNTED NET CASH FLOWS
Synthetic oil—South Africa |
||||||
(Rand in millions) |
||||||
|
2026 |
|
2025(1) |
|
2024(1) |
|
Present value—opening balance |
|
28 800,9 |
128 042,7 |
134 571,4 |
||
Net changes for the year |
|
14 667,3 |
(99 241,8) |
(6 528,7) |
||
Sales and transfers of oil and gas produced net of production costs |
|
(24 789,3) |
(21 006,5) |
(36 710,8) |
||
Development costs incurred |
|
7 014,2 |
8 282,0 |
7 238,0 |
||
Revisions |
|
6 091,6 |
920,1 |
13 658,7 |
||
Extensions |
||||||
Net changes in prices and costs related to future production |
|
59 927,8 |
(131 473,0) |
(52 578,6) |
||
Changes in estimated future development costs |
|
9 667,1 |
11 570,1 |
3 329,9 |
||
Accretion of discount |
|
2 671,8 |
11 764,0 |
12 118,3 |
||
Net change in income tax |
|
(4 436,7) |
41 056,9 |
6 896,8 |
||
Net change due to exchange rate |
|
(41 479,2) |
(20 355,5) |
39 519,0 |
||
Present value at 30 June |
|
43 468,2 |
28 800,9 |
128 042,7 |
||
(1) |
The Company has reconsidered its departure from the disclosure requirements and, notwithstanding the prior rationale, has concluded that, for proved synthetic oil reserves, future cash flows related to the settlement of asset retirement obligations should be included consistently in the standardised measure. Accordingly, in this and future filings the Company will disclose for all the estimated future asset retirement obligation costs under “Future development costs” - prior years 2025 and 2024 have been restated accordingly. |
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 development costs in the standardised measure for proved synthetic oil reserves includes the estimated decommissioning and restoration costs associated with the proved reserves. Future income taxes are computed by applying the appropriate year-end statutory tax rates, with consideration of future tax rates already legislated, to the future pre-tax net cash flows relating to the reserves, less the tax basis of the properties involved. The future income tax expenses therefore give effect to the tax deductions, tax credits and allowances relating to the reserves.
Discounted future net cash flows are the result of subtracting future development and production costs and future income taxes from the cash inflows. A discount rate of 10 percent a year is applied to reflect the timing of the future net cash flows relating to the reserves. The information provided here does not represent management’s estimate of the expected future cash flows or value of the properties. Estimates of reserves are imprecise and will change over time as new information becomes available. Moreover, probable and possible reserves along with other classes of resources, which may become proved reserves in the future, are excluded from the calculations. The valuation prescribed under FASB ASC Section 932 requires assumptions as to the timing and amount of future development and production costs. The calculations are made as of 30 June each year and should not be relied upon as an indication of the companies’ future cash flows or value of synthetic oil reserves.
G-9
ITEM 19. EXHIBITS
1.1 |
|
|
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 |
||
4.2 |
Trust Deed constituting the Sasol Khanyisa Employee Share Ownership Plan* |
|
8.1 |
List of significant subsidiaries and significant jointly controlled entities |
|
11.1 |
||
12.1 |
||
12.2 |
||
13.1 |
||
15.1 |
Consent of independent registered public accounting firm—KPMG |
|
96.1 |
||
97.1 |
||
99.1 |
||
99.2 |
||
99.3 |
Integrated Report—Summarised Financial Performance—Chief Financial Officer Statement |
|
99.4 |
||
99.5 |
||
99.6 |
||
99.7 |
||
99.8 |
||
99.9.1 |
||
99.9.2 |
||
99.9.3 |
Terms of reference—Remuneration Committee (Included in Exhibit 99.9.2) |
|
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 31st August 2022
** Previously Filed with Company’s Form 20-F on 29th August 2025.
H-1
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 authorised the undersigned to sign this annual report on its behalf.
|
SASOL LIMITED |
||
By:/s/ SIMON BALOYI |
|||
Date: |
01 September 2026 |
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 2026, 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 $650,000,000 4.375% Notes due 2026 (the “2026 Notes”), the $750,000,000 6.500% Notes due 2028 (the “2028 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 2026 (the “2026 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 2026 Form 20F, Item 10B.3 (Rights and privileges of holders of our securities).
B. |
Description of American Depositary Shares |
1
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 270 Park Avenue, Floor 8, New York, NY 10017.
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
2
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. |
3
| ● | 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. |
| ● | 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. |
| ● | 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
4
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; |
5
| ● | the payment of fees, taxes and similar charges; or |
| ● | compliance with any U.S. or foreign laws or governmental regulations relating to the ADRs or to the withdrawal of deposited securities. |
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, |
| ● | 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
6
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; |
7
| ● | 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); |
| ● | 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); |
| ● | 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; |
| ● | 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; |
| ● | 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. |
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.
8
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:
9
| ● | amend the form of ADR; |
| ● | distribute additional or amended ADRs; |
| ● | distribute cash, securities or other property it has received in connection with such actions; |
| ● | sell any securities or property received and distribute the proceeds as cash; or |
| ● | none of the above. |
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
10
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 |
| ● | compliance with such regulations as the depositary may establish consistent with the deposit agreement. |
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 |
11
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; |
| ● | 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; |
| ● | 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; |
| ● | 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’ 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. |
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
12
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
13
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 |
| ● | 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. |
Governing Law
14
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.
15
Exhibit 8.1
LIST OF SIGNIFICANT SUBSIDIARIES
Name |
Nature of business |
% |
Country of |
Sasol Mining (Pty) Ltd |
Coal mining activities |
89,8 |
South Africa |
Sasol Mining Holdings (Pty) Ltd |
Holding company for the group’s mining interests |
100 |
South Africa |
Sasol Technology (Pty) Ltd |
Engineering services, research and development and technology transfer |
100 |
South Africa |
Sasol Financing Limited |
Management of cash resources, investment and procurement of loans (for South African operations) and other general treasury activities |
100 |
South Africa |
Sasol Investment Company (Pty) Ltd |
Holding company for the group’s foreign investments and investment in moveable and immovable property |
100 |
South Africa |
Sasol South Africa Limited |
Integrated petrochemicals and energy company. |
100 |
South Africa |
Sasol Oil (Pty) Ltd |
Production and marketing of liquid fuels, base oils, lubricants and other products |
75 |
South Africa |
Sasol Chemical Holdings International (Pty) Ltd |
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 |
100 |
United Kingdom |
Sasol Chemicals Pacific Limited |
Marketing and distribution of chemical products |
100 |
Hong Kong |
Sasol Financing International Limited |
Management of cash resources, investment and procurement of loans (for operations outside South Africa) |
100 |
Isle of Man |
Sasol Gas (Pty) Ltd |
Selling, marketing and transportation of gas and any related services |
100 |
South Africa |
Sasol New Energy Holdings (Pty) Ltd |
Investment in research, design and construction for the production, storage, marketing, delivery and sale of low carbon and renewable energy and related products, co-products or by-products |
100 |
South Africa |
Sasol Africa (Pty) Ltd |
Exploration, development, production, marketing and distribution of natural oil and gas and associated products |
100 |
South Africa |
Sasol Middle East and India (Pty) Ltd |
Develop and implement international GTL and CTL ventures and any other related matters |
100 |
South Africa |
National Petroleum Refiners of South Africa (Pty) Ltd |
Refining of petroleum feedstocks into finished and unfinished petroleum products |
47,73 |
South Africa |
Sasol Chemie GmbH and Co. KG |
Investment in the Sasol Germany GmbH, Sasol Solvents Germany GmbH and Sasol Performance Chemicals GmbH |
100 |
Germany |
Sasol Germany GmbH |
Production, marketing and distribution of chemical products |
100 |
Germany |
Sasol Italy SpA |
Trading and transportation of oil products, petrochemicals and chemical products and derivatives |
99,95 |
Italy |
Sasol Holdings (USA) (Pty) Ltd |
Holding company for the group’s interests in the United States |
100 |
South Africa |
Sasol Chemicals (USA) LLC |
Production, marketing and distribution of chemical products |
100 |
United States |
Sasol Financing USA LLC |
Management of cash resources, investment and procurement of loans (North American Operations) |
100 |
United States |
Sasol Holdings (Asia Pacific) (Pty) Ltd |
Holding company for the group’s Asia Pacific investments |
100 |
South Africa |
Sasol European Holdings Limited |
Resale of Sasol chemical products into UK / Ireland market area |
100 |
United Kingdom |
Sasol Financing International Limited |
Management of cash resources, investments and procurement of loans (for our foreign operations) |
100 |
South Africa |
Sasol (USA) Corporation |
Holds and manages our interests and operations in the United States |
100 |
United States |
SIGNIFICANT INCORPORATED JOINTLY CONTROLLED ENTITIES
Name |
Nature of business |
Interest % |
Country of |
Ixia Coal (Pty) Ltd |
Investment activities Sasol Mining |
49 |
South Africa |
ORYX GTL Limited (QSC) |
Manufacturing and marketing of synthetic fuels from gas |
49 |
Qatar |
Sasol Dyno Nobel (Pty) Ltd |
Manufacturing and distribution of explosives |
50 |
South Africa |
Petromoc E Sasol SARL |
Retail and commercial marketing of liquid fuels; petrol, diesel, illuminating paraffin, liquefied petroleum gas (LPG), fuel oil and lubricants in Mozambique |
49 |
Mozambique |
Louisiana Integrated Polyethelyne JV, LLC |
Plastic Resin and Synthetic Fiber Manufacturing (Ethane cracker and low and linear-low density polyethylene plant) |
50 |
United States |
Zaffra BV |
Develop, build, own and operate facilities producing sustainable aviation fuel derived from non-fossil feedstock. |
50 |
Netherlands |
Exhibit 11.1
INSIDER TRADING POLICY
Effective date: 16 August 2024
Revision approved by the Board on 13 May 2026
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.
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
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 |
| ● | any agents, representatives, advisors, service providers or consultants of Sasol. |
B.Securities
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.
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
|
Insider trading policy |
|
Approved: 16 August 2024 |
|
Revision approved by the Board: 13 May 2026 |
|
|
|
2 |
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; |
| ● | new products, processes or discoveries; |
| ● | developments in respect of major customers or suppliers; |
| ● | changes in control or management; |
| ● | changes in the board of directors or a change of auditors; |
| ● | information about the securities of the company such as issue of shares, share buy-backs or changes in the rights of shareholders; |
| ● | major litigation or settlements; |
| ● | major safety, health and environmental (SHE) issues and incidents; |
| ● | competition/antitrust matters; |
| ● | major corporate financing; |
| ● | changes in top risk factors; |
| ● | any matter with a major reputational impact; and |
| ● | any other information that, if made public, would be likely to have an effect on the price of Sasol securities. |
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 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,
1 Senior management in this Policy refers to everybody in GEC1, GEC2 and GEC3.
|
Insider trading policy |
|
Approved: 16 August 2024 |
|
Revision approved by the Board: 13 May 2026 |
|
|
|
3 |
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 the interim financial results are released on the Stock Exchange News Service (SENS); |
(b) |
the time period from 1 July every year until the annual financial results are released on SENS; |
(c) |
any period when the Company is trading under a cautionary announcement; and |
(d) |
any additional closed period determined by the Group Company Secretary. |
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 AND REPORTING OF DEALINGS SASOL SECURITIES
Clearance and reporting in respect of dealings in Sasol Securities must be in accordance with the Sasol Securities Dealings Procedure.
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 |
| ● | the date on which the insider list was drawn up. |
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.
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
|
Insider trading policy |
|
Approved: 16 August 2024 |
|
Revision approved by the Board: 13 May 2026 |
|
|
|
4 |
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.
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
|
Insider trading policy |
|
Approved: 16 August 2024 |
|
Revision approved by the Board: 13 May 2026 |
|
|
|
5 |
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 approved by the Board: 13 May 2026 |
|
|
|
6 |
Exhibit 12.1
CERTIFICATIONS
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: 1 September 2026 |
|
|
|
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: 1 September 2026 |
|
|
|
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 2026, 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. |
Date: 1 September 2026 |
|
|
|
By: |
/s/ SIMON BALOYI |
|
|
Simon Baloyi |
|
|
President and Chief Executive Officer |
Date: 1 September 2026 |
|
|
|
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 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 1 September 2026, with respect to the consolidated financial statements of Sasol Limited and the effectiveness of internal control over financial reporting.
/s/ KPMG Inc.
Johannesburg, South Africa
1 September 2026
Exhibit 97.1
|
Human Resources I Group Policy: |
|
|
|
Malus and Clawback Policy |
|
|
|
HR GP RW 200 |
|
|
|
Revision: 3 |
|
|
|
First Effective Date: 1 February 2015 |
|
Revision dates: 1 December 2023 |
|
1 November 2025 |
|
|
|
Purpose |
To empower the Company, through the Remcom, to reduce (apply Malus) and/or | |
|
|
|
Applicable to |
Role categories Enterprise and Group Leadership, Leadership, Expertise and Specialisation | |
|
|
Document category: |
Group Policy |
Next review date: |
1 November 2027 |
Supersedes: |
HR-REM-901 |
|
|
Document owner: |
R Nienaber |
|
SVP Group Rewards & Human Capital Solutions |
Administration: |
To ensure the use of the authorised copy, the document must be downloaded from its authoritative source |
|
|
Approval: |
|
|
|
Name of approver: |
Sasol limited Remuneration Committee |
|
(Remcom) |
Date of approval: |
17 February 2026 |
|
|
|
|
Signature of approver: |
M Flöel on behalf of the Remuneration Committee |
Table of Contents |
Page |
|
1 |
Introduction |
3 |
2 |
Definitions |
3 |
3 |
Responsibility for Review |
5 |
4 |
Responsibility for Implementation |
5 |
5 |
Trigger Events for Malus |
5 |
6 |
Trigger Events for Clawback |
6 |
7 |
Procedure for applying Malus and/or Clawback |
7 |
8 |
Written acknowledgement |
9 |
9 |
References |
10 |
10 |
Amendment record |
10 |
Document number |
Revision number |
|
Page |
[HR_GP_RW_200] |
[3] |
Date Printed: 09/03/2026 |
2 of 11 |
1 |
Introduction |
Variable pay, with specific reference to long-term incentives, is a reward component intended to align employee interests with those of the Company and its shareholders. The Remcom has adopted this Policy with a view to further aligning the interests of Senior Employees with the long-term interests of the Company and its shareholders to ensure that excess or inappropriate risk taking is not rewarded.
This Policy sets out the circumstances where the Remcom may apply its discretion to reduce (apply Malus) and/or recoup (apply Clawback) an Award upon the occurrence of a Trigger Event to ensure that incentive outcomes are fair, appropriate, and reflect business performance.
With effect from 1 February 2015, and in accordance with the Sasol Group Remuneration Policy, Clawback was applied to Awards made to employees employed in role category Enterprise Leadership. With effect from 1 August 2019, the Malus condition was added and application of this policy was extended to employees in role categories Leadership and more senior. With effect from 2 October 2023, this policy became applicable to all employees in role categories Specialisation and more senior.
This Policy should be read with the Sasol Executive Compensation Recovery Policy (the Recovery Policy)1. For the avoidance of doubt, where the Company is required to prepare a Restatement due to material noncompliance with any financial reporting requirements, the provisions of the Recovery Policy will govern the recovery of Erroneously Awarded Compensation from Executive Officers. Where the provisions of the Recovery Policy are not triggered, the provisions of this Policy will apply.
2 |
Definitions |
For purposes of this Policy, the following terms will have the meanings set out below.
2.1 |
Award |
Any cash-settled or equity-settled incentive awards that are made in terms of the Sasol Group Short Term Incentive Plan and the Sasol Long Term Incentive Plan; in addition, any awards made under the Sasol Retention Policy and any special or ad hoc awards made to employees from time to time. For the avoidance of doubt, any award made under the Company’s broad-based black empowerment plans in place from time to time is excluded from this Policy.
2.2 |
Board |
The board of directors of the Company.
2.3 |
Clawback |
The recoupment, during the Clawback Period, of all or a portion of the Clawback Amount from a current or former Participant after payment/settlement of an Award.
1 Any capitalised terms used but not defined in this paragraph will have the meaning given to them in the Recovery Policy.
Document number |
Revision number |
|
Page |
[HR_GP_RW_200] |
[3] |
Date Printed: 09/03/2026 |
3 of 11 |
2.4 |
Clawback Amount |
The value of the Award on the payment/settlement date, after the deduction of employee’s tax. For Awards settled in shares, Clawback will apply to the cash value of the shares at the vesting date, less any employee’s tax.
2.5 |
Clawback Period |
Up to 3 (three) years after the payment/settlement of an Award. The Remcom may extend the Clawback Period if, on the expiry of the Clawback Period, there is an ongoing investigation or other procedure underway to determine whether Clawback should apply to an Award and the Remcom decides that further investigation is warranted. In such event, the Clawback Period shall be extended until the investigation or procedure has been completed and the Remcom has made a final determination.
2.6 |
Company |
Sasol Limited as the ultimate holding company of the Sasol Group, listed on the Johannesburg Stock Exchange and the New York Stock Exchange.
2.7 |
Malus |
The reduction and forfeiture in full or in part of an Award before the relevant vesting date or accrual date.
2.8 |
Material |
As defined in section 1 of the Companies Act 71 of 2008, as amended from time to time, being “significant in the circumstances of a particular matter, to a degree that is (a) as a consequence in determining the matter; or (b) might reasonably affect a person’s judgement or decision-making in the matter.
2.9 |
Participant |
A Senior Employee who has been granted an Award.
2.10 |
Policy |
This Sasol Group Malus and Clawback policy, as amended from time to time.
2.11 |
Remcom |
The Remuneration Committee of the Board.
2.12 |
Sasol Group |
Any and all associated companies, affiliates, and subsidiaries of the Company from time to time, including any other entity that directly or indirectly through one or more intermediaries’ controls or is controlled by or is under common control with the Company, as well as their respective subsidiaries.
2.13 |
Sasol Group Remuneration Policy |
The remuneration policy of the Sasol Group as approved by the Remcom from time to time and published in any of the Company’s annual reports.
2.14 |
Sasol Long Term Incentive Plan |
The 2022 Sasol Long-Term Incentive Plan approved by Sasol shareholders on 2 December 2022 and the 2022 Sasol Long-Term Incentive Plan (Notional Share Awards) approved by the Remcom on 15 February 2023, and any other long-term incentive plans implemented by the Company from time to time.
Document number |
Revision number |
|
Page |
[HR_GP_RW_200] |
[3] |
Date Printed: 09/03/2026 |
4 of 11 |
2.15Sasol Short Term Incentive Plan
The plan approved annually by the Remcom in accordance with which Senior Employees’ annual short-term incentives are determined.
2.16Senior Employees
All employees of the Sasol Group globally, unless prohibited by country-specific legislation, in role categories Specialisation, Expertise, Leadership (Vice Presidents and equivalent), Group Leadership (Senior Vice Presidents), Group Executive (Executive Vice Presidents), Executive Directors, Chief Financial Officer (CFO) and President and Chief Executive Officer.
2.17Trigger Event
An event listed in paragraphs 5 and 6 below, which will give the Remcom the final discretion to apply Malus and/or Clawback, as set out in this Policy.
3Responsibility for Review
This Policy will be reviewed and amended by Group HR Reward in consultation with relevant stakeholders in accordance with:
| ● | internal requirements; |
| ● | any changes in legislation, regulations, and/or corporate governance policies; and |
| ● | evolution of best practice in corporate governance and remuneration practices. |
All amendments to this Policy will be recommended by the Group HR Reward for approval by the Remco.
4Responsibility for Implementation
The SVP Group Rewards & Human Capital Solutions designated by the EVP: People, SHE, Risk and Corporate Affairs from time to time is responsible for the implementation of this Policy.
The office of the SVP Group Rewards & Human Capital Solutions will make recommendations to the Remcom in relation to the operation and application of this Policy. The Remcom will apply this Policy and be required to exercise its discretion in the exceptional circumstances covered by this Policy.
All Senior Employees are required to immediately notify the SVP Group Rewards & Human Capital Solutions of any situation they are aware that could constitute a Trigger Event under this Policy.
5Trigger Events for Malus
The Remcom may exercise its discretion to determine that an Award is subject to Malus as a result of:
5.1 |
the Company or any Sasol Group Company financial statements having, at any time before the vesting or accrual of an Award, been Materially restated other than a restatement due to an appropriate change in accounting policy or to rectify a minor error; |
Document number |
Revision number |
|
Page |
[HR_GP_RW_200] |
[3] |
Date Printed: 09/03/2026 |
5 of 11 |
5.2 |
the discovery that any information or the assessment of any performance or other condition(s) used to determine an Award was based on erroneous, inaccurate, or misleading information, and led to a Material error in the calculation of an Award; |
5.3 |
the Company, any Sasol Group company, or the Participant’s business unit having, at any time before vesting or accrual of an Award, suffered a Material downturn in its financial performance; |
5.4 |
the Company, any Sasol Group company, or the Participant’s business unit having at any time, before the vesting or accrual of an Award, suffered a Material failure or error in risk management or financial management, which failure or error was caused by or ought reasonably to have been prevented by the Participant; |
5.5 |
the Company, any Sasol Group company, or the Participant’s business unit having, at any time before the vesting or accrual of an Award, been censured by a regulatory authority, which censure was caused by or ought reasonably to have been prevented by the Participant; |
5.6 |
the Company or any Sasol Group company having, at any time before the vesting or accrual of an Award, suffered Material harm to its good name and reputation, which harm was caused by or ought reasonably to have been prevented by the Participant; |
5.7 |
the Participant having at any time before the vesting or accrual of an Award, deliberately misled the Group, any Sasol Group company, and/or its stakeholders (whether by act or omission), on the financial performance or position of the Group or any Sasol Group company; |
5.8 |
the Participant’s actions having, at any time before the vesting or accrual of an Award, amounted to misconduct or poor work performance that did not result in a termination of employment; |
5.9 |
any other matter which, in the reasonable opinion of the Remcom, is required to be considered to comply with prevailing legal and/or regulatory requirements. |
5.10 |
The Remcom may postpone the vesting or accrual of an Award if, at the vesting date or accrual date, there is an ongoing investigation or other procedure underway to determine whether the Malus provisions apply in respect of a Participant, or the Remcom decides that further investigation is warranted. In such event, the vesting date or accrual date shall be deemed to be the date on which the investigation or procedure has been completed and the Remcom has determined that the Award shall not be reduced and forfeited. |
6 |
Trigger Events for Clawback |
The Remcom may exercise its discretion to apply Clawback in the following circumstances:
6.1 |
the discovery of a Material misstatement resulting in an adjustment to the Company’s audited accounts (or the audited accounts of any Sasol Group company) in respect of a period for which the vesting conditions of an Award were assessed; and/or |
Document number |
Revision number |
|
Page |
[HR_GP_RW_200] |
[3] |
Date Printed: 09/03/2026 |
6 of 11 |
6.2 |
the discovery that any information or the assessment of any performance condition(s) used to determine an Award was based on erroneous, inaccurate, or misleading information, and led to a Material error in the calculation of an Award; |
6.3 |
any act of or omission by the Participant which has directly or indirectly contributed to any inaccuracy, error, or misleading information referred to in the paragraphs immediately above; |
6.4 |
the discovery of an event that occurred prior to award, vesting, or accrual that has led to the censure of the Company or any Sasol Group company by a regulatory authority or has had a Materially detrimental impact on the reputation of the Company or any Sasol Group company, which event was caused by or ought reasonably to have been prevented by the Participant; and/or |
6.5 |
the discovery of an event that occurred prior to award, vesting, or accrual that amounted to a Material failure of or error in risk management or financial management [which event was caused by or ought reasonably to have been prevented by the Participant]; |
6.6 |
the discovery of conduct that occurred prior to award, vesting, or accrual which, in the reasonable opinion of the Remcom, amounts to gross misconduct by the Participant. |
6.7 |
Aggravating and mitigating factors may be taken into account in deciding the extent to which Malus, or Clawback, or a combination of both, is considered appropriate. Examples of such factors include, but are not limited to, the following: |
Aggravating factors |
Mitigating factors |
The extent to which the individual/ team/ line manager sought to ignore or hide the event. |
The speed with which the individual/ team/ line manager reported the event upon becoming aware of it or alternatively, tried to remedy the event. |
The individual has a previous track record of breaches or incidents. |
The individual’s previous track record of breaches and incidents is clear/good. |
Failure to cooperate with the investigation and/or demonstrating no understanding of the seriousness of the actions. |
Co-operating in an open and positive way with the investigation. |
Extent to which the individual failed to take action after discovery of a control weakness prior to the event. |
Extent to which the individual had already taken steps to strengthen the control weakness at the time of the event. |
Extent to which the individual failed to act within the applicable internal governance and control frameworks, risk and operational guidelines and standards of conduct. |
Extent to which the individual’s actions remained within the applicable internal governance and control frameworks, risk and operational guidelines and standards of conduct. |
7 |
Procedure for applying Malus and/or Clawback |
Once the office of the SVP Group Rewards & Human Capital Solutions has become aware of a situation that could constitute a Trigger Event under this Policy, it shall make a recommendation to the Remcom, for the Remcom’s consideration and final determination,
Document number |
Revision number |
|
Page |
[HR_GP_RW_200] |
[3] |
Date Printed: 09/03/2026 |
7 of 11 |
on whether, and the extent to which, Malus and/or Clawback should be applied to an Award/s.
Before the SVP Group Rewards & Human Capital Solutions makes a recommendation to the Remcom, the SVP is required to:
| ● | review the relevant situation and any investigation arising from (or necessitated by) it, |
| ● | to understand the severity and impact of the Trigger Event. The SVP Group Rewards & Human Capital Solutions shall be entitled to consult with such other Board Committee, the Sasol Group Executive Committee and the Sasol Group’s relevant Human Resources department, and/or members of staff as may be necessary to conduct the review and analysis; |
| ● | ensure procedural fairness in line with the relevant labour legislation; |
| ● | assess the proximity of the current or former Participant/s and their level of responsibility in relation to the Trigger Event, as well as the Materiality of the Trigger Event in forming a view on the application of Malus and/or Clawback to an Award or the value of the Clawback Amount; |
| ● | collate information on any other unvested or unaccrued Awards of the current or former Participant/s so that the matter can be considered holistically by the Remcom; |
| ● | provide the current or former Participant/s with written notice of the outcome of the review and afford them the opportunity to respond in writing within 14 (fourteen) ordinary days to make representations on why Malus and/or Clawback ought not to be applied; and |
| ● | consider aggravating and mitigating factors as appropriate. |
The SVP Group Rewards & Human Capital Solutions is required to take all the considerations in the bullet-points above into account in formulating its recommendation to the Remcom. The SVP may consult advisors regarding the legal and/or other consequences of applying Malus and/or Clawback.
Where, following the review, the SVP Group Rewards & Human Capital Solutions concludes that the application of Malus and/or Clawback is:
| ● | not warranted in the circumstances, that will be the end of the matter; |
| ● | is warranted in the circumstances, the matter will be escalated to the Remcom through the submission of a recommendation. |
The recommendation of the SVP Group Rewards & Human Capital Solutions notwithstanding, the Remcom retains the ultimate discretion to make the final determination of whether a situation qualifies as a Trigger Event and whether and the extent to which Malus and/or Clawback is to be applied to an Award.
The Remcom is required to apply its mind to the SVP Group Rewards & Human Capital Solutions’ recommendation, the current or former Participant’s written representations (if any), and any other relevant considerations in making a final determination (including, but not limited to, the Materiality of the Trigger Event, and the Participant’s proximity to the
Document number |
Revision number |
|
Page |
[HR_GP_RW_200] |
[3] |
Date Printed: 09/03/2026 |
8 of 11 |
Trigger Event). The Remcom may request advice from advisors regarding the legal and/or other consequences of applying Malus and/or Clawback, including from inter alia:
| ● | Chief Financial Officer; |
| ● | Chief Risk Officer; |
| ● | Group Internal Audit; |
| ● | Head Forensics Services; |
| ● | Group Legal; and/or |
| ● | Safety, Social and Ethics committee |
The Remcom may escalate any recommendation on Malus and/or Clawback to the Board for its consideration and determination depending on the Materiality and/or the seniority of the Participant concerned. In such an instance, the Board will follow the provisions of this Policy.
Where the Remcom has determined that Malus / Clawback should be applied to the Award, the following actions may be undertaken:
7.1 |
If the Remcom is satisfied that an Award was not appropriate nor warranted under the circumstances, and the Award (or any other awards) have not yet vested or accrued, it may apply Malus to reduce the Award; |
7.2 |
reduce the number of shares that are tied to the achievement of Minimum Shareholding Requirements set out in the Sasol Group Remuneration Policy, regardless of whether such shares are retained in a personal stockbroking account, a nominee account, or the Company has retained legal title to such shares; |
7.3 |
recover the Clawback Amount by agreement with the Participant, through monthly salary deductions until fully repaid. For executive directors, the full amount must be repaid immediately to avoid any interpretation as a loan, which would contravene the South African Companies Act (2008) and the US Sarbanes-Oxley Act (2002); |
7.4 |
allow the employee to repay the Clawback Amount as a single lump-sum payment from their own funds; and/or |
7.5 |
adopt such other actions for recovery as may be deemed appropriate in the circumstances. |
The Remcom’s final determination on whether and the extent to which Malus and/or Clawback will be applied will be communicated to the current or former Participant and the Remcom’s decision in this regard shall be final and binding on the current or former Participant.
All information relating to the investigation and the outcome with regard to Malus and/or Clawback should be documented by the SVP Group Rewards & Human Capital Solutions.
8 |
Written acknowledgement |
Senior Employees must be notified of this Policy and any revisions made to it.
All incentive awards made to Senior Employees, will be subject to the provisions contained in this Policy.
Document number |
Revision number |
|
Page |
[HR_GP_RW_200] |
[3] |
Date Printed: 09/03/2026 |
9 of 11 |
9 |
References |
Sasol Group Remuneration Policy
Sasol Executive Compensation Recovery Policy
Sasol Long Term Incentive Plans
Sasol Short Term Incentive Plan
Sasol Retention Policy
Sasol Disciplinary Code Sasol Code of Ethics
South African Basic Conditions of Employment Act 2025
South African Labour Relations Act 66 of 1995
South African Companies Act 71 of 2008 (as amended)
Sarbanes-Oxley Act of 2002 (United States)
10Amendment record
This Policy document, once downloaded from the document management system, is an uncontrolled copy which is no longer guaranteed to be authoritative. To ensure the use of the authorised copy, the document must be downloaded from its authoritative source on the relevant website.
Record of Amendments and Revisions
Revision |
Date |
Author |
Summary of Changes |
New |
01 February 2015 |
L Satram |
Creation of Policy document |
1 |
01 August 2019 |
R Nienaber |
Inclusion of the Malus clause and extension to Leadership (VP) Role Category |
2 |
14 November 2023 |
R Nienaber |
General updates effected to Policy document to align it with market best practice and to cross-reference Sasol’s 2023 Executive Compensation Recovery Policy. |
3 |
1 December 2025 |
R Hamilton |
General updates effected to Policy to align it with market best practice and updates to roles post Organisational Streamlining. Additional references to legislations and rewording of Remcom actions. |
Document number |
Revision number |
|
Page |
[HR_GP_RW_200] |
[3] |
Date Printed: 09/03/2026 |
10 of 11 |
ANNEXURE “A”
ACKNOWLEDGEMENT AND ACCEPTANCE OF THE MALUS AND CLAWBACK POLICY
I, , confirm that I have been furnished with a copy of the Company’s Malus and Clawback Policy (the Policy) and that I am a Senior Employee as defined in the Policy. I further confirm that I have familiarised myself with and agree to be bound by the terms of the Policy.
|
|
|
Signature |
|
Date |
Document number |
Revision number |
|
Page |
[HR_GP_RW_200] |
[3] |
Date Printed: 09/03/2026 |
11 of 11 |
|
Human Resources I Group Policy: |
|
|
|
2023 Sasol Executive Compensation Recovery Policy |
|
|
|
HR GP RW 223 |
|
|
|
Revision: 1 |
|
|
|
First Effective Date: 2 October 20231 |
|
Revision date: 1 November 2025 |
|
|
|
|
|
Purpose |
To provide for the recovery of Erroneously Awarded Compensation made to current and former Executive Officers in the event that the Company is required to prepare a Restatement due to material noncompliance with any financial reporting requirements. | |
|
|
|
Applicable to |
Executive Officers | |
|
|
Document category: |
Group Policy |
Next review date: |
November 2027 |
|
|
Document owner: |
R Nienaber |
|
|
Administration: |
To ensure the use of the authorised copy, the document must be downloaded from its authoritative source |
|
|
Approval: |
|
|
|
Designation of approver: |
Remuneration Committee |
|
|
Name of approver: |
M Flöel on behalf of the Sasol Limited |
|
Remuneration Committee |
|
|
Date of approval: |
17 February 2026 |
|
|
Signature of approver: |
|
1 This is the Effective Date of the NYSE’s amended listing standards which incorporates the provisions of Rule 100-1 into section 303A.14.
Table of Contents |
Page |
|
1. |
Introduction |
3 |
2. |
Definitions |
3 |
3. |
Recovery of Erroneously Awarded Compensation |
5 |
4. |
Exclusions and prohibitions |
6 |
5. |
Disclosures |
7 |
6. |
Written acknowledgement |
8 |
7. |
References |
8 |
8. |
Responsibilities |
8 |
9. |
Amendment record |
8 |
10. |
Record of Amendments and Revisions |
8 |
Document number |
Revision number |
|
Page |
HR_GP_RW_200 |
1 |
Date Printed: 10/03/2026 07:56:45 |
2 of 9 |
1. |
INTRODUCTION |
1.1 |
On 2 October 2023, the New York Stock Exchange (NYSE) adopted new section 303A.14 of the NYSE Listed Company Manual (the Recovery Provisions and the NYSE Manual respectively) which require the Company, as a foreign private issuer listed on the NYSE,2 to recover Erroneously Awarded Compensation from former and current Executive Officers where the Company is required to prepare a Restatement due to material noncompliance with any financial reporting requirements. |
1.2 |
The Sasol Limited Remuneration Committee of the Sasol Ltd Board, as authorised, adopted this Recovery Policy in accordance with the Recovery Provisions, pursuant to section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (Rule 10D-1 and the SE Act respectively). |
2. |
DEFINITIONS |
For purposes of this Recovery Policy, the following terms will have the meanings set out below:
2.1 |
ADR |
American Depository Receipts.
2.2 |
Board |
The board of directors of the Company.
2.3 |
Company |
Sasol Limited as the ultimate holding company of the Sasol Group of Companies, listed on the Johannesburg Stock Exchange and the NYSE for purposes of its ADR programme.
2.4 |
Effective date |
This Recovery Policy is effective from 2 October 2023.
2.5 |
Erroneously Awarded Compensation |
In respect of each Executive Officer following a Restatement, the amount of In-scope Recovery Compensation that exceeds the amount of Incentive-based Compensation which would otherwise have been Received if it had originally been calculated on the basis of the restated amounts in the Restatement, without regard to any taxes paid.
2.6 |
Executive Officer |
For purposes of this policy, Executive Officers include the President and Chief Executive Officer, the Group Chief Financial Officer, any other executive directors and prescribed officers of Sasol Ltd.
2.7 |
Financial Reporting Measures |
Measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and all other measures that are derived wholly or in part from such measures. For the avoidance of doubt, share price and total shareholder return (and any measures that are derived wholly or in part from share price or total shareholder return) also amount to Financial Reporting Measures.
2 Solely for purposes of its ADR programme.
Document number |
Revision number |
|
Page |
HR_GP_RW_200 |
1 |
Date Printed: 10/03/2026 07:56:45 |
3 of 9 |
2.8 |
Incentive-based Compensation |
Any compensation that is granted, earned, or vests based wholly or in part on the attainment of a Financial Reporting Measure. This includes, but is not limited to, any compensation that is granted, earned, or vests in terms of the Sasol Group Remuneration Policy to the extent that such grant, earning, or vesting is based wholly or in part on the attainment of a Financial Reporting Measure.
2.9 |
In-scope Recovery Compensation |
All Incentive-based Compensation Received by an Executive Officer:
2.9.1 |
on or after 2 October 2023 when the Recovery Provisions came into effect; |
2.9.2 |
after beginning service as an Executive Officer; |
2.9.3 |
who served as an Executive Officer at any time during the applicable performance period relating to any Incentive-based Compensation (and regardless of whether the Executive Officer is still in service on the date that the Erroneously Awarded Compensation must be repaid to the Company); |
2.9.4 |
while the Company has a class of securities listed on the NYSE or any other securities exchange or a national securities association in the United States; and |
2.9.5 |
during the applicable Recovery Period. |
2.10 |
Received |
Actual or deemed receipt of Incentive-based Compensation by an Executive Officer in the financial year during which the Financial Reporting Measure specified in the Incentive based Compensation award is attained, even if the grant, payment, or settlement of the award takes place after the end of that period.
2.11 |
Recovery Period |
In relation to a Restatement, means the 3 (three) completed financial years of the Company immediately preceding the Restatement Date. Where the Company changes its financial year, the Recovery Period will include any transition period within or immediately following the 3 (three) completed financial years. For the avoidance of doubt, the Company’s obligation to recover Erroneously Awarded Compensation does not depend on if or when the Restatement is filed.
2.12 |
Recovery Policy |
This 2023 Executive Compensation Recovery Policy.
2.13 |
Remcom or the Committee |
The Remuneration Committee of the Sasol Limited Board.
2.14 |
Restatement |
An accounting restatement due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, including any accounting restatement that corrects an error in previously issued financial statements that is material to the previously issued financial statements (i.e., a “Big R” restatement) or that would result in a material misstatement if the error were corrected, or left uncorrected, in the current period (i.e., a “little r” restatement).
Document number |
Revision number |
|
Page |
HR_GP_RW_200 |
1 |
Date Printed: 10/03/2026 07:56:45 |
4 of 9 |
2.15 |
Restatement Date |
In relation to a Restatement, the earlier of:
2.15.1 |
the date on which the Board, the Remcom, or any other committee of the Board (or officer of the Company authorised to take such action if Board or Committee action is not required), concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement; or |
2.15.2 |
the date on which a court, regulator or other legally authorised body directs the Company to prepare a Restatement. |
2.16 |
Sasol Group of Companies |
Sasol Limited, all its subsidiaries and joint ventures (JVs) where JV employees are compensated with reference to the Sasol Group Remuneration policy.
2.17 |
Sasol Group Remuneration Policy |
The remuneration policy of the Sasol Group of Companies as amended and approved by the Remcom from time to time and published in any of the Company’s annual reports.
3. |
RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION |
3.1 |
In the event of a Restatement, the Company will conduct a recovery analysis and will reasonably and promptly recover all Erroneously Awarded Compensation Received by an Executive Officer during the relevant Recovery Period in accordance with the Recovery Provisions and Rule 100-1, as detailed further in this clause 3. For the avoidance of doubt, recovery obligations under the Policy apply regardless of whether the Restatement resulted from the actions, omissions, or conduct of an Executive Officer or other person. |
3.1.1 |
For all incentive-based compensation tied to financial reporting measures, the Committee will recalculate outcomes using the corrected financial information in the Restatement. Where direct recalculation is not possible, the Committee will apply a reasonable, documented methodology consistent with the original award formula and applicable accounting principles. |
3.2 |
Following a Restatement, the Remcom (if it is composed wholly of independent directors) or, in the absence thereof, a majority of independent directors of the Board (the Committee) will: |
3.2.1 |
determine the amount of Erroneously Awarded Compensation Received by each Executive Officer during the relevant Recovery Period; |
3.2.2 |
notify each Executive Officer in writing of the Restatement and the amount of Erroneously Awarded Compensation; |
3.2.3 |
require the Executive Officer to repay or return the Erroneously Awarded Compensation; and |
3.2.4 |
in so far as the Executive Officer fails and/or refuses to repay or return the Erroneously Awarded Compensation in accordance with the written demand, take such reasonable and legally permissible steps, based on the particular facts and circumstances, to recover the Erroneously Awarded Compensation. |
Document number |
Revision number |
|
Page |
HR_GP_RW_200 |
1 |
Date Printed: 10/03/2026 07:56:45 |
5 of 9 |
3.2.5 |
Maintain written records of all determinations, calculations, exceptions, and enforcement actions taken under this Policy, including supporting documentation for any decision not to pursue recovery, and retain such records in accordance with the Company’s governance and regulatory requirements. |
3.3 |
Where Incentive-based Compensation is based on or derived from the Company’s share price or total shareholder return, and is not subject to mathematical recalculation directly from the information in the applicable Restatement: |
3.3.1 |
the Committee will determine the amount of Erroneously Awarded Compensation to be repaid or returned by the Executive Officer based on a reasonable estimate of the effect of the Restatement on the Company’s share price or total shareholder return on which the Incentive-based Compensation was Received; and |
3.3.2 |
the Company will maintain documentation of the determination of such reasonable estimate and provide the relevant documentation to the NYSE. |
3.4 |
Unless the provisions of clause 4 below apply, the Company must recover the full amount of Erroneously Awarded Compensation Received by the Executive Officer during the relevant Recovery Period. In no event will the Company be entitled to accept repayment or recovery of less than the full amount of Erroneously Awarded Compensation. |
3.5 |
The means of recovery of the Erroneously Awarded Compensation may take the form of, amongst others: |
3.5.1 |
a full or partial reduction of the value, and forfeiture, of incentive awards; |
3.5.2 |
a reduction of the value of any gains derived from outstanding, incentive awards or a reduction of the number of awards to be granted; |
3.5.3 |
a reduction in the number of shares that are tied to the achievement of minimum shareholding requirements regardless of whether such shares are retained in a personal stockbroking account, a nominee account, and/or where the Company has retained legal title to such shares; |
3.5.4 |
through monthly deductions from the Executive Officer’s salary, one lump sum payment, or a repayment plan; and/or |
3.5.5 |
through the institution of legal proceedings against the Executive Officer. |
3.6 |
Where the Executive Officer has already repaid the Company for any Erroneously Awarded Compensation Received under another recovery obligation arising from Company policies and procedures or applicable law, the Company may reimburse the Executive Officer for the amount previously repaid to the value of the Erroneously Awarded Compensation, provided that such reimbursement does not conflict with applicable regulatory requirements. |
4. |
EXCLUSIONS AND PROHIBITIONS |
4.1 |
The Company must recover Erroneously Awarded Compensation, unless one of the three following conditions are present: |
4.1.1 |
the Committee has concluded that recovery would be impractical because the direct expenses paid to a third party to assist in enforcing the Recovery Policy would exceed |
Document number |
Revision number |
|
Page |
HR_GP_RW_200 |
1 |
Date Printed: 10/03/2026 07:56:45 |
6 of 9 |
the amount of the Erroneously Awarded Compensation. Before reaching this conclusion, the Company must-
4.1.1.1 |
make a reasonable attempt to recover the Erroneously Awarded Compensation without incurring costs; |
4.1.1.2 |
document such attempt(s), and |
4.1.1.3 |
provide such documentation to the NYSE; |
4.1.2 |
the Committee has concluded that recovery would be impractical because it would breach any relevant local (home country) law that was in place before 28 November 2022. Before reaching this conclusion, the Company must- |
4.1.2.1 |
obtain an opinion from local (home country) counsel, acceptable to the NYSE, that recovery would result in such a breach, and |
4.1.2.2 |
provide such opinion to the NYSE; and |
4.1.3 |
the Committee has concluded that recovery would likely cause an otherwise tax qualified plan, under which benefits are broadly available to employees of the registrant, to fail to meet the requirements of 26 U.S.C or 26 U.S.C.411(a) and regulations thereunder. |
4.2 |
The Company is prohibited from directly or indirectly insuring or indemnifying any Executive Officer against: |
4.2.1 |
any loss, recovery, repayment, and/or return of Erroneously Awarded Compensation under this Recovery Policy; and |
4.2.2 |
any claim arising from the Company’s enforcement of this Recovery Policy. |
5. |
DISCLOSURES |
5.1 |
The Company will file all disclosures of and in relation to this Recovery Policy in accordance with the requirements of the federal securities laws, including the disclosures required by the applicable Securities Exchange Commission (SEC) filings. For the avoidance of doubt, a Financial Reporting Measure need not be presented with any financial statements or included in a filing with the SEC. |
5.2 |
Specifically, the Company will: |
5.2.1 |
file its written Recovery Policy as an exhibit to its annual report; |
5.2.2 |
indicate by check boxes on its annual report whether the financial statements included in the filings reflect the correction of an error to previously issued financial statements and whether any of those corrections are Restatements that required a recovery analysis under this Recovery Policy; and |
5.2.3 |
disclose any action that it has taken in terms of this Recovery Policy including, but not limited to, enforcement of this Recovery Policy against an Executive Officer, the reasons why it has concluded that it would be impractical to enforce this Recovery Policy against an Executive Officer, and/or any non-compliance with this Recovery Policy in accordance with the provisions of section 802.01F of the NYSE Manual. |
Document number |
Revision number |
|
Page |
HR_GP_RW_200 |
1 |
Date Printed: 10/03/2026 07:56:45 |
7 of 9 |
6. |
WRITTEN ACKNOWLEDGEMENT |
All Executive Officers who Receive Incentive-based Compensation on or after the Effective Date must acknowledge receipt of this Recovery Policy and agree to be bound by the terms of this Recovery Policy by signing and returning the letter of acknowledgement attached as Annexure “A” to this Recovery Policy.
7. |
REFERENCES |
7.1 |
the Recovery Provisions of the NYSE Manual |
7.2 |
Rule 100-1 of the SE Act |
7.3 |
Sasol Group Remuneration Policy |
7.4 |
Sasol Long Term Incentive Plan rules |
7.5 |
Sasol Short Term Incentive Plan Policy |
8. |
RESPONSIBILITIES |
8.1 |
Group Human Resources Reward will be responsible for updating and maintaining this Recovery Policy. |
8.2 |
The Remcom will be responsible for implementing, enforcing, and making disclosures under this Recovery Policy. |
9. |
AMENDMENT RECORD |
9.1 |
This Recovery Policy document, once downloaded from the document management system, is an uncontrolled copy which is no longer guaranteed to be authoritative. To ensure the use of the authorised copy, the document must be downloaded from its authoritative source on the relevant website. |
9.2 |
All Executive Officers must be notified of this Recovery Policy and any revisions made to it. |
10. |
RECORD OF AMENDMENTS AND REVISIONS |
Revision |
Date |
Author |
Summary of Changes |
New |
November 2023 |
R Nienaber |
Creation of policy document |
1 |
November 2025 |
R Hamilton |
Inclusion of documentation requirement and methodology clarity. |
Document number |
Revision number |
|
Page |
HR_GP_RW_200 |
1 |
Date Printed: 10/03/2026 07:56:45 |
8 of 9 |
2023 SASOL EXECUTIVE COMPENSATION RECOVERY POLICY |
ANNEXURE A |
ACKNOWLEDGEMENT AND ACCEPTANCE OF THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
I, , acknowledge that I have been furnished with a copy of the Sasol Executive Compensation Recovery Policy, as amended from time to time (the Recovery Policy) and that I have familiarised myself with and agree to be bound by the terms of the Recovery Policy. Terms not otherwise defined in this acknowledgment letter will have the meanings given to them in the Recovery Policy.
I confirm that I am an Executive Officer as defined in the Recovery Policy and that the Recovery Policy will apply to all Incentive-based compensation Received by me on or after the Effective Date.
I understand and accept that a Restatement may give rise to an error in calculation of the Incentive based compensation Received by me (i.e., the Erroneously Awarded Compensation) which the Company is legally entitled to recover from me. In the event of a Restatement, I will take all actions required of me by the Company to enable or facilitate the enforcement of the Recovery Policy including, without limitation, promptly repaying or returning to the Company any Erroneously Awarded Compensation in accordance with the provisions of the Recovery Policy.
I acknowledge and agree that in the event of a Restatement, I am not and will not be entitled to indemnification in connection with any enforcement of the Recovery Policy by the Company and expressly waive all rights to such indemnification, whether under the Company’s organisational documents or otherwise.
To the extent that the enforcement of the Company’s rights under the Recovery Policy conflicts with any other contractual rights that I may have with the Company, I understand and accept that the terms of the Recovery Policy will prevail over any such contractual rights.
Signature |
|
Date |
Document number |
Revision number |
|
Page |
HR_GP_RW_200 |
1 |
Date Printed: 10/03/2026 07:56:45 |
9 of 9 |
INCOME STATEMENT
for the year ended 30 June
2026 |
2025 |
2024 |
||||||||
|
Note |
|
Rm |
|
Rm |
|
Rm |
|
||
Turnover |
|
2 |
|
|
|
|
|
|
||
Materials, energy and consumables used |
|
3 |
|
( |
|
( |
|
( |
||
Selling and distribution costs |
|
|
|
( |
|
( |
|
( |
||
Maintenance expenditure |
|
|
|
( |
|
( |
|
( |
||
Employee-related expenditure |
|
4 |
|
( |
|
( |
|
( |
||
Depreciation and amortisation |
|
|
|
( |
|
( |
|
( |
||
Other expenses and income |
|
5 |
|
( |
|
( |
|
( |
||
Equity accounted profits, net of tax |
|
|
|
|
|
|
||||
Operating profit before remeasurement items |
|
|
|
|
|
|
|
|
||
Remeasurement items affecting operating profit |
|
8 |
|
( |
|
( |
|
( |
||
Earnings/(loss) before interest and tax (EBIT/(LBIT)) |
|
|
|
|
|
|
( |
|||
Finance income |
|
6 |
|
|
|
|
|
|
||
Finance costs |
|
6 |
|
( |
|
( |
|
( |
||
Earnings/(loss) before tax |
|
|
|
|
|
|
|
( |
||
Taxation |
|
9 |
|
( |
|
( |
|
( |
||
Earnings/(loss) for the year |
|
|
|
|
|
|
|
( |
||
Attributable to |
|
|
|
|
|
|||||
Owners of Sasol Limited |
|
|
|
|
|
|
( |
|||
Non-controlling interests in subsidiaries |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
( |
|||||
|
Rand |
|
Rand |
|
Rand |
|||||
Per share information |
|
|
|
|
|
|
|
|
||
Basic earnings/(loss) per share |
|
7 |
|
|
|
|
|
( |
||
Diluted earnings/(loss) per share |
|
7 |
|
|
|
|
|
( |
||
The notes on pages 7 to 124 are an integral part of these Consolidated Financial Statements.
Sasol Annual Financial Statements 2026 2
STATEMENT OF COMPREHENSIVE INCOME
for the year ended 30 June
|
|
2026 |
|
2025 |
|
2024 |
||||
Rm |
Rm |
Rm |
|
|||||||
Earnings/(loss) for the year |
|
|
|
|
|
( |
||||
Other comprehensive (loss)/income, net of tax |
|
|
|
|||||||
Items that can be subsequently reclassified to the income statement |
|
( |
|
|
|
( |
||||
Effect of translation of foreign operations |
|
( |
|
|
|
( |
||||
Share of other comprehensive income in equity accounted investments |
|
( |
|
|
|
|
||||
Foreign currency translation reserve on disposal of business reclassified to the income statement |
|
— |
|
— |
|
( |
||||
Items that cannot be subsequently reclassified to the income statement |
|
|
|
|
|
|
||||
Remeasurement of post-retirement benefit obligation |
|
|
|
|
|
|
||||
Fair value of investments through other comprehensive income |
|
|
|
( |
|
( |
||||
Tax on items that cannot be subsequently reclassified to the income statement |
|
( |
|
( |
|
( |
||||
Total comprehensive income/(loss) for the year |
|
|
|
|
|
( |
||||
Attributable to |
|
|
|
|||||||
Owners of Sasol Limited |
|
|
|
|
|
( |
||||
Non-controlling interests in subsidiaries |
|
|
|
|
|
|
||||
|
|
|
|
|
( |
|||||
The notes on pages 7 to 124 are an integral part of these Consolidated Financial Statements.
Sasol Annual Financial Statements 2026 3
STATEMENT OF FINANCIAL POSITION
at 30 June
|
|
|
||||
2026 |
2025 |
|||||
Note |
Rm |
Rm |
||||
Assets |
|
|
|
|
|
|
Property, plant and equipment |
|
16 |
|
|
|
|
Right of use assets |
|
14 |
|
|
|
|
Goodwill and other intangible assets |
|
|
|
|
|
|
Equity accounted investments |
|
18 |
|
|
|
|
Other long-term investments |
|
|
|
|
|
|
Post-retirement benefit assets |
|
31 |
|
|
|
|
Long-term receivables and prepaid expenses |
|
17 |
|
|
|
|
Long-term financial assets |
|
35 |
|
|
|
|
Deferred tax assets |
|
11 |
|
|
|
|
Non-current assets |
|
|
|
|
|
|
Inventories |
|
21 |
|
|
|
|
Tax receivable |
|
10 |
|
|
|
|
Trade and other receivables |
|
22 |
|
|
|
|
Short-term financial assets |
|
|
|
|
|
|
Cash and cash equivalents |
|
25 |
|
|
|
|
Current assets |
|
|
|
|
|
|
Assets in disposal groups held for sale |
|
|
|
|
|
|
Total assets |
|
|
|
|
|
|
Equity and liabilities |
|
|
|
|||
Shareholders’ equity |
|
|
|
|
|
|
Non-controlling interests |
|
|
|
|
|
|
Total equity |
|
|
|
|
|
|
Long-term debt |
|
13 |
|
|
|
|
Lease liabilities |
|
14 |
|
|
|
|
Long-term provisions |
|
29 |
|
|
|
|
Post-retirement benefit obligations |
|
31 |
|
|
|
|
Long-term deferred income |
|
|
|
|
|
|
Deferred tax liabilities |
|
11 |
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
Short-term debt |
|
15 |
|
|
|
|
Short-term provisions |
|
30 |
|
|
|
|
Tax payable |
|
10 |
|
|
|
|
Trade and other payables |
|
23 |
|
|
|
|
Short-term deferred income |
|
|
|
|
|
|
Short-term financial liabilities |
|
35 |
|
|
|
|
Bank overdraft |
|
25 |
|
|
|
|
Current liabilities |
|
|
|
|
|
|
Total equity and liabilities |
|
|
|
|
|
|
The notes on pages 7 to 124 are an integral part of these Consolidated Financial Statements.
Sasol Annual Financial Statements 2026 4
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 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Other movements |
— |
|
( |
( |
— |
|
( |
|
|
|||||||||||
Movement in share-based payment reserve |
— |
|
|
|
— |
|
— |
|
— |
|
— |
|
|
|
— |
|
|
|||
Share-based payment expense (refer note 32) |
— |
|
|
|
— |
|
— |
|
— |
|
— |
|
|
|
— |
|
|
|||
Deferred tax |
— |
|
( |
|
— |
|
— |
|
— |
|
— |
|
( |
|
— |
|
( |
|||
Long-term incentives vested and settled |
— |
|
( |
|
— |
|
— |
|
— |
|
|
|
— |
|
— |
|
— |
|||
Total comprehensive (loss)/ income for the year |
— |
|
— |
|
( |
|
|
|
|
|
( |
|
( |
|
|
|
( |
|||
(loss)/profit |
— |
|
— |
|
— |
|
— |
|
— |
|
( |
|
( |
|
|
|
( |
|||
other comprehensive (loss)/income for the year |
— |
|
— |
|
( |
|
|
|
|
|
— |
|
( |
|
( |
|
( |
|||
Dividends paid (refer note 28) |
— |
|
— |
|
— |
|
— |
|
— |
|
( |
|
( |
|
( |
|
( |
|||
Balance at 30 June 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Other movements |
— |
— |
— |
— |
— |
( |
( |
— |
( |
|||||||||||
Movement in share-based payment reserve |
— |
|
|
|
— |
|
— |
|
— |
|
— |
|
|
|
— |
|
|
|||
Share-based payment expense (refer note 32) |
— |
|
|
|
— |
|
— |
|
— |
|
— |
|
|
|
— |
|
|
|||
Deferred tax |
— |
|
( |
|
— |
|
— |
|
— |
|
— |
|
( |
|
— |
|
( |
|||
Long-term incentives vested and settled |
— |
|
( |
|
— |
|
— |
|
— |
|
|
|
— |
|
— |
|
— |
|||
Total comprehensive income for the year |
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
profit |
— |
|
— |
|
— |
|
— |
|
— |
|
|
|
|
|
|
|
|
|||
other comprehensive income for the year |
— |
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|||
Dividends paid (refer note 28) |
— |
|
— |
|
— |
|
— |
|
— |
|
( |
|
( |
|
( |
|
( |
|||
Balance at 30 June 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Movement in share-based payment reserve |
— |
|
|
|
— |
|
— |
|
— |
|
— |
|
|
|
— |
|
|
|||
Share-based payment expense (refer note 32) |
— |
|
|
|
— |
|
— |
|
— |
|
— |
|
|
|
— |
|
|
|||
Deferred tax |
— |
|
|
|
— |
|
— |
|
— |
|
— |
|
|
|
— |
|
|
|||
Long-term incentives vested and settled |
— |
( |
— |
— |
— |
|
— |
— |
— |
|||||||||||
Transfer to cash-settled liability¹ |
— |
( |
— |
— |
— |
— |
( |
— |
( |
|||||||||||
Transfer of gain realised on payment of cash-settled liability¹ |
— |
|
( |
|
— |
|
— |
|
— |
|
|
|
— |
|
— |
|
— |
|||
Total comprehensive (loss)/income for the year |
— |
— |
( |
( |
|
|
|
|
|
|||||||||||
profit |
— |
— |
— |
— |
— |
|
|
|
|
|||||||||||
other comprehensive (loss)/income for the year |
— |
|
— |
|
( |
|
( |
|
|
|
— |
|
( |
|
( |
|
( |
|||
Dividends paid (refer note 28) |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
( |
|
( |
|||
Balance at 30 June 2026 |
|
|
|
|
|
|
( |
|
|
|
|
|
|
|
|
|
|
|||
*
1 |
The notes on pages 7 to 124 are an integral part of these Consolidated Financial Statements.
Sasol Annual Financial Statements 2026 5
STATEMENT OF CASH FLOWS
for the year ended 30 June
|
|
|
2026 |
|
2025 |
|
2024 |
|
||
|
Note |
|
Rm |
|
Rm |
|
Rm |
|
||
Cash receipts from customers |
|
|
|
|
|
|
|
|
||
Cash paid to suppliers and employees1 |
|
|
|
( |
|
( |
|
( |
||
Cash generated by operating activities |
|
26 |
|
|
|
|
|
|
||
Dividends received from equity accounted investments |
|
|
|
|
|
|
|
|||
Finance income received |
|
6 |
|
|
|
|
|
|
||
Finance costs paid2 |
|
6 |
|
( |
|
( |
|
( |
||
Tax paid |
|
10 |
|
( |
|
( |
|
( |
||
Cash available from operating activities |
|
|
|
|
|
|
|
|
||
Dividends paid3 |
|
28 |
|
— |
|
( |
|
( |
||
Dividends paid to non-controlling shareholders in subsidiaries |
|
|
|
( |
|
( |
|
( |
||
Cash retained from operating activities |
|
|
|
|
|
|
|
|
||
Additions to non-current assets |
|
|
|
( |
|
( |
|
( |
||
additions to property, plant and equipment |
|
16 |
|
( |
|
( |
|
( |
||
additions to other intangible assets |
|
|
|
( |
|
( |
|
( |
||
decrease in capital project related payables |
|
|
|
( |
|
( |
|
( |
||
Cash contribution to equity accounted investments |
|
|
|
( |
|
( |
|
( |
||
Proceeds on disposals of equity accounted investments⁴ |
|
— |
— |
|||||||
Proceeds on disposals and scrappings |
|
|
|
|
|
|
|
|||
Proceeds from assets held for sale |
|
|
|
|||||||
Purchase of investments |
|
|
( |
|
( |
|
( |
|||
Proceeds from sale of investments |
|
|
|
|
|
|
|
|
||
Long-term receivables repaid |
|
|
|
|||||||
Long-term receivables granted |
|
|
|
( |
|
( |
|
( |
||
Increase in long-term restricted cash |
|
|
|
( |
|
( |
|
( |
||
Cash used in investing activities |
|
|
|
( |
|
( |
|
( |
||
Proceeds from long-term debt |
|
13 |
|
|
|
|
|
|
||
Repayment of long-term debt |
|
13 |
|
( |
|
( |
|
( |
||
Payment of lease liabilities |
|
14 |
|
( |
|
( |
|
( |
||
Proceeds from short-term debt |
|
|
|
|
|
|
|
|||
Repayment of short-term debt |
|
|
( |
|
( |
|
( |
|||
Cash used in financing activities |
|
|
|
( |
|
( |
|
( |
||
Translation effects on cash and cash equivalents |
|
|
|
( |
|
( |
|
( |
||
Increase/(decrease) in cash and cash equivalents |
|
|
|
|
|
( |
|
( |
||
Cash and cash equivalents at the beginning of year |
|
|
|
|
|
|
|
|
||
Cash and cash equivalents at the end of the year |
|
25 |
|
|
|
|
|
|
||
| 1 |
| 2 |
| 3 |
| 4 |
The notes on pages 7 to 124 are an integral part of these Consolidated Financial Statements.
Sasol Annual Financial Statements 2026 6
Sasol Annual Financial Statements 2026 7
57 |
||
57 |
||
60 |
||
61 |
||
66 |
||
68 |
||
70 |
||
70 |
||
71 |
||
72 |
||
72 |
||
73 |
||
73 |
||
73 |
||
74 |
||
74 |
76 |
||
76 |
||
79 |
||
80 |
||
90 |
||
90 |
96 |
||
98 |
||
107 |
||
124 |
Sasol Annual Financial Statements 2026 8
SEGMENT INFORMATION
|
Southern Africa |
International |
|
|
|
|
|
|
||||||||||
Energy and Chemicals |
Chemicals |
Business |
Consolidation |
|||||||||||||||
Mining |
Gas |
Fuels |
Chemicals Africa |
America |
Eurasia |
support |
Adjustments |
Total |
||||||||||
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
||
2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income statement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
External turnover1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
— |
|
|
Segment turnover |
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
( |
|
|
Intersegmental turnover |
|
( |
|
( |
|
( |
|
( |
|
( |
|
( |
|
— |
|
|
|
— |
Materials, energy and consumables used2 |
|
( |
|
( |
|
( |
|
( |
|
( |
|
( |
|
( |
|
|
|
( |
Selling and distribution costs |
|
— |
|
— |
|
( |
|
( |
|
( |
|
( |
|
— |
|
|
|
( |
Maintenance expenditure |
|
( |
|
( |
|
( |
|
( |
|
( |
|
( |
|
( |
|
|
|
( |
Employee-related expenditure |
|
( |
|
( |
|
( |
|
( |
|
( |
|
( |
|
( |
|
|
|
( |
Depreciation and amortisation |
|
( |
|
( |
|
( |
|
( |
|
( |
|
( |
|
( |
|
— |
|
( |
Other expenses and income |
|
( |
|
( |
|
( |
|
( |
|
( |
|
( |
|
|
|
( |
|
( |
Equity accounted profits/(losses), net of tax |
|
|
|
|
|
( |
|
|
|
— |
|
— |
|
( |
|
— |
|
|
Remeasurement items affecting operating profit (refer note 8) |
|
( |
|
( |
|
( |
|
( |
|
|
|
( |
|
|
|
— |
|
( |
Earnings/(loss) before interest and tax (EBIT/(LBIT)) |
|
|
|
|
|
|
|
( |
|
|
|
|
|
( |
|
— |
|
|
Statement of Financial Position |
|
|||||||||||||||||
Additions to non-current assets3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
1 |
Mining’s external turnover is net of royalties paid on both external and intersegmental sales. |
2 |
An amount of R |
The current year consists of Mining (R
3Excludes capital project related payables, equity accounted investments and deferred tax assets.
Sasol Annual Financial Statements 2026 9
|
Southern Africa |
International |
|
|
|
|
|
|
||||||||||
Energy and Chemicals |
Chemicals |
Business |
Consolidation |
|||||||||||||||
Mining |
Gas |
Fuels |
Chemicals Africa |
America |
Eurasia |
support |
Adjustments |
Total |
||||||||||
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
||
2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income statement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
External turnover |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
— |
|
|
|
Segment turnover |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
( |
|
|
|
Intersegmental turnover |
( |
|
( |
|
( |
|
( |
|
( |
|
( |
|
— |
|
|
|
— |
|
Materials, energy and consumables used¹ |
( |
|
( |
|
( |
|
( |
|
( |
|
( |
|
( |
|
|
|
( |
|
Selling and distribution costs |
— |
|
— |
|
( |
|
( |
|
( |
|
( |
|
– |
|
|
|
( |
|
Maintenance expenditure |
( |
|
( |
|
( |
|
( |
|
( |
|
( |
|
( |
|
|
|
( |
|
Employee-related expenditure |
( |
|
( |
|
( |
|
( |
|
( |
|
( |
|
( |
|
|
|
( |
|
Depreciation and amortisation |
( |
|
( |
|
( |
|
( |
|
( |
|
( |
|
( |
|
— |
|
( |
|
Other expenses and income |
( |
|
( |
|
( |
|
( |
|
( |
|
( |
|
|
|
( |
|
( |
|
Equity accounted (losses)/profits, net of tax |
|
|
|
|
|
|
|
|
— |
|
— |
|
( |
|
— |
|
|
|
Remeasurement items affecting operating profit (refer note 8) |
( |
|
( |
|
( |
|
( |
|
( |
|
( |
|
|
|
— |
|
( |
|
Earnings/(loss) before interest and tax (EBIT/(LBIT)) |
|
|
|
|
|
|
|
|
|
|
( |
|
|
|
— |
|
|
|
Statement of Financial Position |
||||||||||||||||||
Additions to non-current assets² |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
1 |
An amount of R |
The current year consists of Mining (R
2Excludes capital project related payables and equity accounted investments.
Sasol Annual Financial Statements 2026 10
Southern Africa |
International |
|
|
|||||||||||||||
Energy and Chemicals |
Chemicals |
|
Business |
|
Consolidation |
|||||||||||||
Mining |
Gas |
Fuels |
Chemicals Africa |
America |
Eurasia |
support |
|
Adjustments |
Total |
|||||||||
Rm |
|
Rm |
|
Rm |
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|||
2024 |
||||||||||||||||||
Income statement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
External turnover |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
— |
|
|
|
Segment turnover |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
( |
|
||
Intersegmental turnover |
( |
|
( |
|
( |
|
( |
|
( |
|
( |
|
— |
|
|
|
— |
|
Materials, energy and consumables used¹ |
( |
|
( |
|
( |
|
( |
|
( |
|
( |
|
( |
|
|
|
( |
|
Selling and distribution costs |
— |
|
— |
|
( |
|
( |
|
( |
|
( |
|
— |
|
|
|
( |
|
Maintenance expenditure |
( |
|
( |
|
( |
|
( |
|
( |
|
( |
|
( |
|
|
|
( |
|
Employee-related expenditure |
( |
|
( |
|
( |
|
( |
|
( |
|
( |
|
( |
|
|
|
( |
|
Depreciation and amortisation |
( |
|
( |
|
( |
|
( |
|
( |
|
( |
|
( |
|
— |
|
( |
|
Other expenses and income |
( |
|
( |
|
( |
|
( |
|
( |
|
( |
|
|
|
( |
|
( |
|
Equity accounted profits, net of tax |
( |
|
|
|
|
|
|
|
— |
|
— |
|
( |
|
— |
|
|
|
Remeasurement items affecting operating profit (refer note 8) |
|
|
|
|
( |
|
( |
|
( |
|
( |
|
|
|
— |
|
( |
|
Earnings/(loss) before interest and tax (EBIT/(LBIT)) |
|
|
|
|
|
|
|
|
( |
|
( |
|
|
|
— |
|
( |
|
Statement of Financial Position |
||||||||||||||||||
Additions to non-current assets² |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
1 |
An amount of R |
The current year consists of Mining (R
2 |
Excludes capital project related payables and equity accounted investments. |
Sasol Annual Financial Statements 2026 11
GEOGRAPHIC REGION INFORMATION
|
South |
|
|
|
|
|
||||||
Africa |
Mozambique |
United States |
Europe |
Rest of World |
Total |
|||||||
Rm |
Rm |
Rm |
Rm |
Rm |
Rm |
|||||||
2026 |
|
|
|
|
|
|
|
|
|
|
|
|
External turnover¹ |
|
|
|
|
|
|
|
|
|
|
|
|
Earnings/(loss) before interest and tax (EBIT/(LBIT))² |
|
|
|
( |
|
|
|
|
|
( |
|
|
Tax paid |
|
|
|
|
|
|
|
|
|
|
|
|
Non-current assets³ |
|
|
|
|
|
|
|
|
|
|
|
|
2025 |
|
|
|
|
|
|
|
|
|
|
|
|
External turnover¹ |
|
|
|
|
|
|
|
|
|
|
|
|
Earnings/(loss) before interest and tax (EBIT/(LBIT))² |
|
|
|
( |
|
|
|
( |
|
|
|
|
Tax paid |
|
|
|
|
|
|
|
|
|
|
|
|
Non-current assets³ |
|
|
|
|
|
|
|
|
|
|
|
|
2024 |
|
|
|
|
|
|
|
|
|
|
|
|
External turnover¹ |
|
|
|
|
|
|
|
|
|
|
|
|
(Loss)/earnings before interest and tax ((LBIT)/EBIT)² |
|
|
|
|
|
( |
|
( |
|
|
|
( |
Tax paid |
|
|
|
|
|
|
|
|
|
|
|
|
Non-current assets³ |
|
|
|
|
|
|
|
|
|
|
|
|
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, post-retirement benefit assets and other items not separately disclosed. |
Sasol Annual Financial Statements 2026 12
REPORTING SEGMENTS
The Group’s operating model comprises of
Southern Africa business
The Southern Africa 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 and the Production Sharing 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 utilities generation to Secunda Operations (SO) and for utilities generation to Sasolburg Operations. Coal is supplied to SO and to Sasolburg Operations based on long-term supply contracts. Following the repurposing of the existing export beneficiation plant as a destoning solution, Sasol Mining ceased export production on 30 June 2025 and concluded its final export sales in quarter 1 of 2026. Accordingly, coal sales are now exclusively directed to the Southern African value chain.
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. |
GAS
The Gas segment reflects the upstream feedstock, transport of gas through the Republic of Mozambique Pipeline Investments Company (ROMPCO) pipeline, and external natural methane rich gas (MRG) and liquefied petroleum gas (LPG) sales.
Sasol Annual Financial Statements 2026 13
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 a significant portion of South Africa’s domestic fuel needs through retail and wholesale channels. Liquid fuels are blended from fuel components produced by SO, crude oil refined at Natref, as well as some products purchased from other oil companies including fuel imports. Liquid fuel products are sold under both short- and long-term agreements for 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/Ex-gate |
At the point in time when the fuel is delivered onto the rail tank car, road tank truck or into the customer pipeline. |
|
In-tank |
At the point in time when the buyer obtains legal title, physical access or the ability to direct the use of the product and assumes responsibility for any financial losses and is entitled to any profits from the sale. |
|
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. 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. |
|
Consignment Sales |
As and when products are consumed by the customer. |
The Fuels segment includes Sasol’s ORYX GTL operations in Qatar, a joint venture with Qatar Petroleum.
Chemicals Africa and International Chemicals business
The Chemicals Business has a strong diversified, global presence which has been organised into
Sasol Annual Financial Statements 2026 14
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.
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. |
Business Support
Business Support consists of support to the Southern Africa and International Chemicals Businesses, as well as the Corporate Office including treasury companies.
Sasol Annual Financial Statements 2026 15
1 |
Statement of compliance |
The consolidated annual financial statements for the year ended 30 June 2026 have been prepared in accordance with IFRS® Accounting Standards, the Financial Pronouncements as issued by the Financial Reporting Standards Council and SAICA Financial Reporting Guides as issued by the Accounting Practices Committee, the JSE Listings Requirements and the South African Companies Act. The consolidated financial statements were approved for issue by the Board on 1 September 2026 and will be presented to shareholders at the Company’s annual general meeting on 13 November 2026.
Basis of preparation of financial results
The consolidated financial statements are prepared using the historic cost convention except that, certain items, including derivative instruments, plan assets for defined benefit pension plans, 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 statements are presented in South African rand, which is Sasol Limited’s presentation currency, rounded to the nearest million, unless indicated otherwise.
Going concern
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 considerations are central to our strategy, guiding decisions and value creation. We are committed to our 2030 greenhouse gas (GHG) reduction target and are progressing the optimisation of our energy and feedstock mix to lower carbon intensity. Aligned with our ’Grow and Transform‘ strategic pillar, we are focused on developing lower carbon intensity revenue streams that deliver strong, sustainable cash flows and competitive returns. Our long-term ambition is clear: to achieve net zero emissions, while creating value for our stakeholders and supporting South Africa’s energy transition in a manner that delivers accretive shared value.
As part of our commitment to climate action and the transition to a lower-carbon economy, Sasol has set short-term GHG emission reduction targets that are aligned with our long-term decarbonisation pathway. We aim to reduce Scope 1 and 2 emissions by
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).
Sasol Annual Financial Statements 2026 16
1 |
Statement of compliance continued |
IBOR reform
Nature and extent of risk arising from interest rate benchmark reform.
The Group has limited remaining exposure to financial instruments and arrangements that reference the Johannesburg Interbank Average Rate (JIBAR), which will cease on 31 December 2026 and be replaced by the South African Rand Overnight Index Average (ZARONIA). Remaining exposures primarily relate to certain debt instruments, agreements and valuations. While uncertainties remain regarding certain aspects of the market-wide transition, the Group's overall exposure to benchmark reform is not considered significant.
Progress of transition to alternate benchmark interest rates
Management continues to actively monitor developments relating to the cessation of JIBAR and the transition to ZARONIA. Key actions undertaken include:
| ● | The inclusion of transitional provisions relating to ZARONIA in relevant financing documentation. |
| ● | A legal review to identify existing agreements or arrangements containing JIBAR-linked provisions in order to replace or amend as required. |
| ● | The Group has conducted an initial assessment and confirmed limited systems dependencies relating to JIBAR. |
| ● | Ongoing monitoring of the Group's Domestic Medium Term Note (DMTN) programme listed on the JSE, with final guidance regarding benchmark transition still awaited from the South African Reserve Bank (SARB) (refer to note 13). |
| ● | Assessment of the impact of benchmark reform on the valuation of certain derivative instruments, including zero-cost collars. |
Based on work performed to date, the Group expects the transition from JIBAR to ZARONIA to be completed in accordance with applicable market practice and does not anticipate material economic impact from the transition.
Judgements and estimates relating to interest rate benchmark reform
Management has assessed that the transition from JIBAR to ZARONIA is not expected to result in significant liquidity risk, covenant breaches, operational disruption or material changes to future cash flows. This assessment reflects the Group's limited residual exposure to JIBAR, the progress made in transitioning contracts and systems, and current expectations regarding market implementation of ZARONIA. The assessment of any valuation impacts on derivative instruments remains ongoing and will be finalised as additional information becomes available.
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 2025.
Sasol Annual Financial Statements 2026 17
1 |
Statement of compliance continued |
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 2026, include:
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 continues to assess the impact of these amendments which are effective for the Group’s annual reporting period beginning on 1 July 2026.
Amendments to IFRS 9 and IFRS 7 – ‘Contracts referencing nature-dependent electricity’
These amendments:
| ● | allow a company to apply the own-use exemptions to contracts referencing nature-dependent electricity if the company has, and expects to be, a net purchaser of electricity for the contract period. This amendment will apply retrospectively using facts and circumstances at the beginning of the reporting period of initial application (without requiring prior periods to be restated); |
| ● | permit hedge accounting if the contracts are used as hedging instruments. Applying hedge accounting could help companies to reduce profit or loss volatility by reflecting how these contracts hedge the price of future electricity purchases or sales. This amendment will apply prospectively to new hedging relationships designated on or after the date of initial application. It will also allow companies to discontinue an existing hedging relationship, if the same hedging instrument (i.e., nature-dependent electricity contract) is designated in a new hedging relationship applying the amendment; and |
| ● | include additional disclosures required where a company may apply the own-use exemption to certain contracts under the amendments and therefore would not recognise these contracts in its statement of financial position (only recognise if executory contract is onerous). |
The Group is assessing the impact of these amendments which are effective for the Group’s annual reporting period beginning on 1 July 2026.
Sasol Annual Financial Statements 2026 18
1 |
Statement of compliance continued |
Amendments to IFRS 9 ‘Financial instruments’ – Transaction Price
This amendment removes the conflict between IFRS 9 and IFRS 15 over the amount at which the trade receivable is initially measured. Under IFRS 15, a trade receivable may be recognised at an amount that differs from the transaction price e.g., when the transaction price is variable. Conversely, IFRS 9 requires that companies initially measure trade receivables without a significant financing component at the transaction price. IFRS 9 has been amended to require companies to initially measure a trade receivable without a significant financing component at the amount determined by applying IFRS 15.
The Group is assessing the impact of these amendments which are effective for the Group’s annual reporting period beginning on 1 July 2026.
Amendments to IFRS 16 ‘Leases’ – Lessee derecognition of lease liabilities
The amendment states that when lease liabilities are derecognised under IFRS 9, the difference between the carrying amount and the consideration paid is recognised in profit or loss. However, the amendment does not address how to distinguish between derecognition and modification of a lease liability.
The Group is 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’
This standard will replace IAS 1 Presentation of Financial Statements and applies for annual reporting periods beginning on or after 1 January 2027. The standard will be effective for the Group’s annual reporting period beginning on 1 July 2027. The Group has not early adopted the new accounting standard in preparing these financial statements; however earlier application is permitted.
IFRS 18 requires a more structured statement of profit or loss and greater disaggregation of information. The Group is in the process of assessing the estimated impact that the initial application of IFRS 18 will have on its consolidated financial statements.
The expected impacts in the period of initial application are described below. The actual impacts of adopting the accounting standard on 1 July 2027 may change because:
| ● | the Group has not finalised the assessment and implementation of changes to processes and controls; and |
| ● | the new accounting policies are subject to change until the Group presents its first consolidated financial statements that include the date of initial application. |
Sasol Annual Financial Statements 2026 19
1 |
Statement of compliance continued |
Structure of the income statement
IFRS 18 requires entities to classify all income and expenses into five categories in the income statement, namely operating, investing, financing, income tax and discontinued operations. Classification of income and expenses depends on the main business activities of an entity. The Group has determined that it does not have a specified main business activity of investing in assets and/or providing financing to customers.
Neither net profit nor net assets will change as a result of the Group’s adoption of IFRS 18. However, the Group will be required to present two newly defined subtotals, which are ‘operating profit’ and ‘profit or loss before financing and income taxes’. The ‘operating profit’ subtotal differs from the current ‘operating profit before remeasurement items’ subtotal presented by the Group. Based on the information currently available, the Group expects significant changes to the current structure of the income statement to result from the following:
| ● | share of profit (loss) of equity-accounted investees is currently presented above operating profit before remeasurement items subtotal. Income and expenses from equity-accounted investments are always classified in the investing category under IFRS 18, including any remeasurement items. Accordingly, the Group’s share of profit of equity-accounted investees and any remeasurement items on equity-accounted investees will be classified and presented in the investing category. |
| ● | interest income and expenses are generally included in finance income and finance costs under the Group’s current accounting policy and are presented as separate line items above the (loss)/earnings before tax subtotal. IFRS 18 provides specific guidance on the interest income and expenses that will be classified in the investing and financing categories. |
| o | interest income on certain financial assets held by the Group (e.g., interest income on cash and cash equivalents) will be classified and presented in the investing category |
| o | interest expense on ‘financing’ and ‘other’ liabilities as defined in IFRS 18 will continue to be classified and presented in the financing category (e.g., interest expense on financial liabilities not measured at FVTPL and unwind of discount on environmental provisions) |
| ● | Net foreign exchange differences are currently included in the other expenses and income line item presented above the operating profit before remeasurement items subtotal. Under IFRS 18, foreign exchange differences are required to be presented in the same category as the income and expenses from the items that gave rise to the differences unless such classification will result in undue cost and effort in which case it will all be classified in the operating category. The Group is in the process of determining in which categories its foreign exchange differences will be classified and whether such determination can be made without undue cost and effort. For example, foreign exchange differences on trade payables will be classified in the operating category. |
Under IFRS 18, operating expenses are classified and presented by nature, function or using a mixed presentation. The Group has determined that continued classification and presentation on a by nature basis will provide the most useful structured summary of operating expenses.
Sasol Annual Financial Statements 2026 20
1 |
Statement of compliance continued |
Management-defined performance measures
Management-defined performance measures (MPMs) are subtotals of income and expenses used in public communications outside of the financial statements that communicate to users management’s view of an aspect of the financial performance of the entity as a whole. The Group will be required to disclose specific information about MPMs in a single note in the financial statements.
The Group has developed a process to determine public communications relevant when identifying MPMs. MPMs relate to the same reporting period as the financial statements. Therefore, MPMs disclosed by the Group following adoption of IFRS 18 will be determined based on public communications issued by the Group relating to the 2028 reporting period.
Principles of aggregation and disaggregation
IFRS 18 provides enhanced principles on how to group information in the financial statements. It also introduces guidance on labelling and describing items presented in the primary financial statements or disclosed in the notes.
The Group is assessing the grouping of items on the basis of similar and dissimilar characteristics. Based on this assessment, it will present line items in the primary financial statements that provide useful structured summaries and disclose additional material information in the notes.
The Group is also assessing line items currently labelled as ‘other’ and will use more informative labels.
Consequential amendments
IFRS 18 introduces consequential amendments to IAS 7 Statement of Cash Flows, which require entities to use the newly defined operating profit subtotal as a starting point for the statement of cash flows when presenting operating cash flows under the indirect method. The Group currently used earnings/(loss) before interest and tax as the starting point of the reconciliation to cash flows from operating activities. Certain adjusting items included in the reconciliation will change as a result of the new starting point. For example, the Group’s share of profit(loss) of equity-accounted investees will no longer be an adjusting item, as this amount will not be included in the operating profit starting point. Cash distributions from these investees will be included in cash flows from investing activities.
The consequential amendments also provide specific guidance on the classification of interest and dividend cash flows. The Group will classify cash flows from interest paid as financing activities rather than operating activities under this guidance. Cash flows from interest and dividends received and from dividends paid will be classified as investing activities and financing activities, respectively.
Amendments to IFRS 20 ‘Regulatory Assets and Regulatory Liabilities’
IFRS 20 requires a company subject to a specific type of rate regulation to provide information about its regulatory assets and liabilities as well as regulatory income and expenses. This information will help investors understand specific effects of that regulation on a company’s financial performance and financial position.
The Group will assess the impact of this new standard which will be effective for the Group's annual reporting period beginning on 1 July 2029.
Sasol Annual Financial Statements 2026 21
Sasol Annual Financial Statements 2026 22
OPERATING AND OTHER ACTIVITIES
2 |
Turnover |
|
2026 |
|
2025 |
|
2024 |
|||
for the period ended |
|
Rm |
Rm |
Rm |
|
|||
Revenue by major product line |
||||||||
Southern Africa business |
|
|
|
|||||
Energy |
|
|
|
|||||
Coal¹ |
|
|
|
|
|
|
||
Liquid fuels² |
|
|
|
|
|
|
||
Gas (methane rich gas, natural gas and liquified petroleum gas) and condensate³ |
|
|
|
|
|
|
||
Chemicals Africa |
|
|
|
|||||
Base chemicals |
|
|
|
|||||
Differentiated chemicals |
|
|
|
|||||
International Chemicals business |
||||||||
Chemicals America |
|
|
|
|||||
Base chemicals |
|
|
|
|||||
Differentiated chemicals |
|
|
|
|||||
Chemicals Eurasia |
|
|
|
|||||
Differentiated chemicals |
|
|
|
|||||
Other (Mainly technology, refinery services)⁴ |
|
|
|
|
|
|
||
Revenue from contracts with customers |
|
|
|
|
|
|
||
Revenue from other contracts⁵ |
|
|
|
|
|
|
||
Total external turnover |
|
|
|
|
|
|
||
1 |
Discontinuation of export coal sales in 2026 – due to repurposing of the existing export beneficiation plant as a destoning solution, Sasol Mining concluded the last of the export production on 30 June 2025 and the last export sales in the first quarter of 2026. |
2 |
Derived from Fuels segment. |
3 |
Derived primarily from Gas segment. |
4 |
Relates primarily to the Gas and Fuels segments. |
5 |
Relates mainly to the Fuels, Mining, and Chemicals America segments and includes franchise rentals, use of fuel tanks, fuel storage and Sasol Oil Slate offset by Mining Royalties. The Slate mechanism is the fuel price balancing mechanism within South Africa’s regulated fuel pricing framework, through which industry over-recoveries and under-recoveries are accounted for. |
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 9.
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.
Sasol Annual Financial Statements 2026 23
2 |
Turnover continued |
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 during 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 therefore the Group does not adjust for time value of money as it applies the financing component practical expedient.
3 |
Materials, energy and consumables used |
|
2026 |
|
2025 |
|
2024 |
|
for the year ended 30 June |
Rm |
Rm |
Rm |
|||
Cost of raw materials* |
|
|
|
|
|
|
Cost of energy and other consumables used in production process |
|
|
|
|
|
|
|
|
|
|
|
|
*Includes R
Materials, energy and consumables used relate to items that are consumed in the manufacturing process, including changes in inventories and distribution costs up until the point of sale.
Included in materials, energy and consumables used is net carbon taxes of R
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 R
| ● | 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 |
Sasol Annual Financial Statements 2026 24
3Materials, energy and consumables used continued
Sasol has established a renewable energy portfolio exceeding
Furthermore, Sasol is party to long-term gas purchase agreements of approximately R
Contractual purchase commitments are taken into account in testing the recoverability of the carrying amounts of property, plant and equipment. At 30 June 2026 and 30 June 2025, there were no onerous contracts relating to these off-take commitments.
4 |
Employee-related expenditure |
2026 |
2025 |
2024 |
|
|||||||
for the year ended 30 June |
|
Note |
|
Rm |
|
Rm |
|
Rm |
|
|
Analysis of employee costs |
|
|||||||||
Labour |
|
|
|
|
|
|
|
|||
salaries, wages and other employee-related expenditure |
|
|
|
|
|
|
|
|||
post-retirement benefits1 |
|
31 |
|
|
|
|
|
|
||
Share-based payment expenses |
|
|
|
|
|
|
|
|||
equity-settled2 |
|
32 |
|
|
|
|
|
|
||
Total employee-related expenditure |
|
|
|
|
|
|
|
|||
Less: costs capitalised to projects |
|
|
( |
|
( |
|
( |
|||
Per income statement |
|
|
|
|
|
|
|
|||
| 1 | Included in the post-retirement benefits costs are past service costs resulting from a current year amendment of the US post-retirement medical plan. |
| 2 | No additional expense was incurred with regards to the cash settled share-based payment as the fair value at both modification and settlement date was less than the expense already accrued over the vesting period (Refer to note 32.1). |
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:
2026 |
2025 |
2024 |
||||
for the year ended 30 June |
|
Number |
|
Number |
|
Number |
Permanent employees |
|
|
|
|||
Non-permanent employees |
|
|
|
|
|
|
|
|
|
|
|
|
Sasol Annual Financial Statements 2026 25
5 |
Other expenses and income |
|
2026 |
|
2025 |
|
2024 |
||
for the year ended 30 June |
Rm |
Rm |
Rm |
||||
Includes: |
|
|
|
||||
Derivative gains¹ |
( |
( |
( |
||||
Translation losses/(gains) |
|
|
|
||||
Trade and other receivables |
|
|
|
|
|
|
|
Trade and other payables |
|
|
|
|
|
|
|
Foreign currency loans |
|
|
|
( |
|
|
|
Other² |
|
|
( |
||||
Exploration expenditure and feasibility costs |
|
|
|
||||
Professional fees |
|
|
|
||||
Provision for rehabilitation |
|
( |
( |
||||
Expected credit losses (released)/raised |
|
( |
|
( |
|
|
|
Other income3 |
( |
( |
( |
||||
1 |
Relates mainly to the Group’s hedging activities and embedded derivatives (refer to note 35). |
2 |
Relates mainly to the effect of the strengthening of the Rand on the translation of foreign operations and intergroup exposure on foreign currency loans. |
3 |
During the prior year, Sasol and Transnet concluded a settlement agreement, resulting in a net receipt of R |
Research and development expenditure amounting to R
Sasol Annual Financial Statements 2026 26
6 |
Net finance costs |
|
2026 |
2025 |
2024 |
|
||||||
for the year ended 30 June |
|
Note |
|
Rm |
|
Rm |
|
Rm |
|
|
Finance income |
|
|
|
|
|
|
|
|||
Notional interest |
|
|
— |
|
|
|
— |
|||
Interest received on |
|
|
|
|
|
|
|
|||
other long-term investments |
|
|
|
|
|
|
|
|||
loans and receivables |
|
|
|
|
|
|
|
|||
cash and cash equivalents |
|
|
|
|
|
|
|
|||
Per income statement |
|
|
|
|
|
|
|
|||
Less: notional interest |
|
|
— |
|
( |
|
— |
|||
Less: interest received on tax |
|
|
( |
|
( |
|
( |
|||
Per the statement of cash flows |
|
|
|
|
|
|
|
|||
Finance costs |
|
|
|
|
||||||
Debt |
|
|
|
|
|
|
|
|||
Interest on lease liabilities |
14 |
|
|
|
|
|
|
|||
Other |
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|||||
Amortisation of loan costs |
13 |
|
|
|
|
|
|
|||
Notional interest |
|
|
|
|
|
|
||||
Total finance costs |
|
|
|
|
|
|
|
|||
Amounts capitalised to assets under construction, a class of property, plant and equipment |
16 |
|
( |
|
( |
|
( |
|||
Per income statement |
|
|
|
|
|
|
|
|||
Total finance costs before amortisation of loan costs and notional interest |
|
|
|
|
|
|
|
|||
Deduct: amortisation of modification gain |
( |
( |
— |
|||||||
Less: interest accrued on long-term debt and lease liabilities |
|
( |
|
( |
|
( |
||||
Less: interest raised on tax payable |
|
|
( |
|
( |
|
( |
|||
Per the statement of cash flows |
|
|
|
|
|
|
|
|||
Sasol Annual Financial Statements 2026 27
7 |
Earnings and dividends per share |
2026 |
2025 |
2024 |
|
|||||
for the year ended 30 June |
|
|
Rand |
|
Rand |
|
Rand |
|
Attributable to owners of Sasol Limited |
||||||||
Basic earnings/(loss) per share |
|
|
|
|
|
( |
||
Headline earnings per share |
|
|
|
|
|
|
||
Diluted earnings/(loss) per share |
|
|
|
|
|
( |
||
Diluted headline earnings per share |
|
|
|
|
|
|
||
Dividends per share |
|
— |
|
— |
|
|
||
interim |
|
— |
|
— |
|
|
||
final* |
|
— |
|
— |
|
— |
* |
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 Sasol ordinary shares and Sasol BEE ordinary 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 weighted average 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 potential shares are anti-dilutive for DEPS and DHEPS purposes in all years presented.
The convertible bond remained anti-dilutive in 2026, despite a partial recovery in the fair value of the instrument in 2026 driven by the improvement in Sasol’s share price and credit spreads at the valuation date (refer to note 35.1).
|
2026 |
|
2025 |
|
2024 |
|
|
for the year ended 30 June |
|
Rm |
|
Rm |
|
Rm |
|
Earnings/(loss) and headline earnings |
|
|
|
|
|
|
|
Earnings/(loss) attributable to owners of Sasol Limited |
|
|
|
|
|
( |
|
Total remeasurement items for the Group, net of tax* |
|
|
|
|
|
|
|
Headline earnings attributable to owners of Sasol Limited |
|
|
|
* |
The net profit on disposal of business includes a gain on remeasurement of contingent consideration from Uzbekistan GTL LLC disposal of R |
Number of shares |
||||||
2026 |
2025 |
2024 |
||||
for the year ended 30 June |
million |
million |
million |
|||
Basic weighted average number of shares |
|
|
|
|
|
|
Issued shares |
|
|
|
|
|
|
Effect of treasury shares held |
|
( |
|
( |
|
( |
Effect of long-term incentives exercised |
|
( |
|
( |
|
( |
Basic weighted average number of shares for EPS and HEPS |
|
|
|
|
|
|
Sasol Annual Financial Statements 2026 28
7 |
Earnings and dividends per share continued |
|
2026 |
|
2025 |
|
2024 |
|
for the year ended 30 June |
|
Rm |
|
Rm |
|
Rm |
Diluted earnings/(loss) |
|
|
|
|
|
|
Earnings/(loss) attributable to owners of Sasol Limited |
|
|
|
|
|
( |
Impact of convertible bond* |
|
— |
|
— |
|
( |
Diluted earnings/(loss) attributable to owners of Sasol Limited |
|
|
|
|
|
( |
* |
For 2026 and 2025 the convertible bond is anti-dilutive and therefore not assumed to be exercised in diluted earnings. |
|
2026 |
|
2025 |
|
2024 |
|
for the year ended 30 June |
Rm |
Rm |
Rm |
|||
Diluted headline earnings |
|
|
|
|||
Headline earnings attributable to owners of Sasol Limited |
|
|
|
|
|
|
Impact of convertible bond* |
|
— |
|
— |
|
( |
Diluted headline earnings attributable to owners of Sasol Limited |
|
|
|
|
|
|
*For 2026 and 2025 the convertible bond is anti-dilutive and therefore not assumed to be exercised in diluted earnings.
Number of shares |
||||||
2026 |
2025 |
2024 |
||||
for the year ended 30 June |
|
million |
|
million |
|
million |
Diluted weighted average number of shares |
||||||
Weighted average number of shares |
|
|
|
|
|
|
Potential dilutive effect of convertible bond* |
— |
— |
|
|||
Potential dilutive effect of long-term incentive scheme |
|
|
|
|
|
|
Diluted weighted average number of shares for DEPS and DHEPS |
|
|
|
|
|
|
* |
For 2026 and 2025 the convertible bond is anti-dilutive and therefore contingently issuable ordinary shares are not included. |
Sasol Annual Financial Statements 2026 29
8 |
Remeasurement items affecting operating profit |
2026 |
2025 |
2024 |
|
|||||||
for the year ended 30 June |
|
Note |
|
Rm |
|
Rm |
|
Rm |
|
|
Effect of remeasurement items for subsidiaries, equity accounted investments and joint operations |
||||||||||
Impairment of assets |
|
|
|
|
|
|
||||
property, plant and equipment |
|
16 |
|
|
|
|
|
|||
right of use assets |
|
14 |
|
|
|
|
|
|||
other intangible assets and goodwill |
|
|
|
|
|
|
||||
equity accounted investment |
18 |
|
— |
— |
||||||
Reversal of impairment of assets |
|
|
( |
|
( |
|
( |
|||
property, plant and equipment |
|
16 |
|
( |
|
( |
|
( |
||
right of use assets |
14 |
— |
( |
— |
||||||
Loss/(profit) on |
|
|
|
|
( |
|
||||
disposal of property, plant and equipment |
|
|
( |
|
( |
|
( |
|||
disposal of other intangible assets |
|
|
( |
|
— |
|
— |
|||
disposal of other assets |
|
|
— |
|
( |
|
( |
|||
disposal of businesses* |
|
|
|
|
( |
|
( |
|||
scrapping of property, plant and equipment |
|
16 |
|
|
|
|
|
|||
Write-off of unsuccessful exploration wells |
|
|
|
|
|
|
||||
Remeasurement items per income statement |
|
|
|
|
|
|
||||
Tax impact |
|
|
( |
|
( |
|
( |
|||
impairment of assets |
( |
( |
( |
|||||||
reversal of impairment of assets |
|
|
— |
|||||||
loss on disposals and scrapping |
( |
( |
( |
|||||||
tax impact of write-off of unsuccessful exploration wells |
— |
( |
— |
|||||||
Non-controlling interest effect |
( |
( |
( |
|||||||
Effect of remeasurement items for equity accounted investments |
|
|
|
|
|
|
( |
|||
Total remeasurement items for the Group, net of tax |
|
|
|
|
|
|
||||
* |
The year ended 30 June 2025 includes a gain on remeasurement of contingent consideration from the Uzbekistan GTL LLC disposal of R |
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 amount may not be recoverable or a 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 2026, the Group’s net asset value exceeding its market capitalisation was identified as an impairment indicator and consequently all of the Group’s 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.
Sasol Annual Financial Statements 2026 30
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 (VIU) calculations. The impairments disclosed below were all based on VIU calculations, except where indicated otherwise. 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
Main long-term average macroeconomic assumptions used for impairment calculations
|
2026 |
|
2025 |
|
2024 |
|
CGU Reference3 |
|||
Crude oil price (Brent)1 |
US$/bbl |
|
|
|
a, b, h |
|||||
Ethane price1 |
|
US$c/gal |
|
|
|
|
|
|
|
4 |
Ethylene price (International Chemicals)1 |
US$/ton |
|
|
|
6 |
|||||
Linear low density polyethylene (LLDPE) price (Chemicals Africa)1 |
|
US$/ton |
|
|
|
|
|
|
|
5,f |
Polyvinyl Chloride (PVC) price1 |
US$/ton |
|
|
|
d |
|||||
Southern African gas purchase price (real)2 |
|
US$/Gj |
|
— |
|
— |
|
|
a,d,e |
|
Oil Product Differentials |
US$/bbl |
|
|
|
a |
|||||
Refining margin1 |
|
US$/bbl |
|
|
|
|
|
|
|
a |
Exchange rate1 |
|
Rand/US$ |
|
|
|
|
|
|
|
All |
1 |
Assumptions are provided on a long-term average basis in nominal terms, unless indicated otherwise and are calculated based on a |
2 |
Aligned to our optimised transition plan and South African Emission Reduction Roadmap (ERR), LNG as an alternative gas feedstock is no longer feasible and has been excluded from future cash flow projections. |
3 |
Refer to page 48. |
4 |
Relevant to 2024 impairment of Ethane value chain (Alc/Alu/EO/EG) in Chemicals America. |
5 |
Relevant to the impairment of Polyethylene in Chemicals Africa. |
6 |
Relevant to the 2025 impairment of Sasol China Care Chemicals. |
Sasol’s long-term price outlook is based on a set of, as far as possible, internally consistent assumptions and data which is validated against external benchmarks. Over the long-term, we assume that the average Rand/US$ will depreciate in line with the South African and US inflation differential, and inflation outcomes will be broadly in line with key central bank targets. For additional information purposes, our latest assumptions indicate an average exchange rate of R
Sasol Annual Financial Statements 2026 31
8 |
Remeasurement items affecting operating profit continued |
Oil price assumptions take account of global supply and demand factors, which include production costs, inventories, and the evolution of structural factors in the underlying product demand categories that are derived from crude oil. The underlying assumptions on refined products demand, are informed by independent research and assumptions on, for example, the evolution of the vehicle parc, engine efficiency, refinery economics, aviation trends and the feedstock needs within the petrochemicals sector. Following the completion of price sets, these are benchmarked against the views of reputable global consulting firms, organisations, and local and domestic investment and commercial banks. For additional information purposes, our latest assumptions indicate an average Brent crude oil price of US$
For chemicals, our projections are developed using a combination of fundamental market analysis and long-term value chain economics. Assumptions incorporate expected changes in global supply and demand balances, feedstock costs while also considering trends in industrial output, regulatory developments, and shifts in end-user markets. The approach ensures that both cyclical market dynamics and longer-term structural changes are reflected in the projections. Following the completion of price sets, these are benchmarked against the views of reputable global consulting firms and organisations. For additional information purposes, our latest assumptions indicate an average North East Asia LLDPE price of US$
During the 2026 financial year, the conflict involving the United States, Israel and Iran increased volatility in global energy markets and introduced additional uncertainty regarding future commodity price outcomes. In developing its long-term assumptions, Sasol considered the potential impact of disruptions to Middle East oil and product supply chains, including risks associated with regional production, export infrastructure, and shipping routes. The approved price outlook incorporates management's assessment of these risks through scenario analysis and probabilities, while continuing to be grounded in long-term supply and demand fundamentals and benchmarked against external market views. Although the conflict contributed to higher near-term uncertainty and risk premiums in energy and chemicals markets, management's long-term assumptions reflect its view of the most likely market outcomes over the forecast horizon and the expected normalisation of market conditions over time.
|
|
|
United |
|
||||||||
South |
States of |
|||||||||||
Africa |
America |
Europe |
Mozambique |
|||||||||
% |
% |
% |
|
% |
||||||||
Growth rate – Producer Price Index |
|
2026 |
|
|
|
|
|
|
|
|||
Weighted average cost of capital* |
|
2026 |
|
|
|
|
|
|
– |
|
|
|
Growth rate – Producer Price Index |
|
2025 |
|
|
|
|
|
|
|
|||
Weighted average cost of capital* |
|
2025 |
|
|
|
|
|
|
– |
|
|
|
Growth rate – Producer Price Index |
|
2024 |
|
|
|
|
|
|
|
|||
Weighted average cost of capital* |
|
2024 |
|
|
|
|
|
|
– |
|
|
|
* |
Calculated using spot market factors on 30 June and 31 December. The decrease in the 2026 WACC discount rates primarily reflects lower costs of debt and favourable changes in market factors including country risk premiums. |
Sasol Annual Financial Statements 2026 32
8 |
Remeasurement items affecting operating profit continued |
Impairment/(reversal of impairment) of assets
|
Property, |
|
|
Other |
Equity |
|
||||
plant and |
Right of |
intangible |
Accounted |
|||||||
equipment |
use assets |
assets |
Investment |
Total |
||||||
2026 |
2026 |
2026 |
2026 |
2026 |
||||||
Segment and Cash-generating unit (CGU) |
Rm |
Rm |
Rm |
Rm |
Rm |
|||||
Fuels segment |
|
|
|
|
|
|
|
|
|
|
Secunda liquid fuels refinery |
|
|
|
|
|
|
— |
|
|
|
Gas |
||||||||||
Production Sharing Agreement (PSA) |
|
— |
— |
— |
|
|||||
Central Térmica de Temane (CTT) |
— |
— |
— |
|
|
|||||
Chemicals Africa |
|
|
|
|
|
|
|
|
|
|
Sasolburg Chlor-Alkali and PVC |
|
— |
— |
— |
|
|||||
Sasolburg Wax |
|
|
|
|
|
|
— |
|
|
|
Polyethylene |
|
|
|
— |
|
|||||
Chemicals America |
|
|
|
|
|
|
|
|
|
|
US Phenolics |
|
( |
|
— |
|
— |
— |
|
( |
|
Chemicals Eurasia |
|
|
|
|
||||||
Sasol Italy Care Chemicals (CC) |
|
|
|
|
|
( |
— |
|
|
|
Other (net) |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
Sasol Annual Financial Statements 2026 33
8 |
Remeasurement items affecting operating profit continued |
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 and carbon tax (and related allowances). 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.
|
2026 |
|
Cash-generating unit (CGU) |
Rm |
|
a)Secunda liquid fuels refinery |
||
|
The Secunda liquid fuels refinery CGU remains fully impaired. At 30 June 2026, the recoverable amount of the refinery improved compared to 30 June 2025, mainly as a result of ongoing cost, capital and volume optimisation initiatives across the value chain. Aligned to our broader transition plan, LNG as an alternative gas feedstock remains infeasible at current and forecast prices. Our focus remains on maintaining continuous supply of good quality and cost effective coal. The South African ERR assumes production volumes of > Management considered multiple cash flow scenarios in quantifying the recoverable amount of the CGU which is highly sensitive to changes in Brent crude oil prices, the Rand/US$ exchange rate and production volumes. A |
|
|
b)Production Sharing Agreement (PSA) |
||
|
The impairment of the Production Sharing Agreement (PSA) development at 31 December 2025 was mainly due to a revision of the expected production profile, resulting in some delayed monetisation, as well as the strengthening of the Rand against the US dollar. The total quantum of gas remains unchanged, and whilst the delay of the CTT gas-to-power project in Mozambique has also been considered, its impact is largely mitigated through swap gas arrangements to South Africa. Optimisation of the production profile is subject to ongoing technical evaluation, informed by early production performance and performance test runs, as well as infrastructure optimisation opportunities under consideration. No further impairment was required at 30 June 2026. A |
|
Sasol Annual Financial Statements 2026 34
8 |
Remeasurement items affecting operating profit continued |
2026 |
||
Cash-generating unit (CGU) |
|
Rm |
c)Central Térmica de Temane (CTT) |
||
The impairment of the CTT investment at 31 December 2025 is mainly due to the confirmed deferral of the CTT project schedule and a significant increase in the projected end-of-job cost, resulting in the full impairment of Sasol’s equity accounted investment in CTT. The investment remains fully impaired at 30 June 2026. |
|
|
d)Sasolburg Chlor-Alkali and PVC |
||
The CGU remains fully impaired, resulting in the full amount of costs capitalised during the period being impaired at 31 December 2025. The additional impairment in the current period is mainly as a result of the continued low PVC prices and strengthening of exchange rates. No further impairment was required at 30 June 2026. A South African WACC rate of |
|
|
e)Sasolburg Wax |
||
The CGU remains fully impaired, resulting in the full amount of costs capitalised during the year also being impaired. The additional impairment in the current year is mainly as a result of the continued low Wax prices and strengthening of exchange rates. A South African WACC rate of |
|
|
f)Polyethylene |
||
The impairment of the Polyethylene CGU at 30 June 2026 is primarily due to a stronger Rand/US$ exchange rate and lower longer term US$ price assumptions. The lower longer-term US$ price assumptions reflect a weaker medium to long-term polyethylene market outlook compared with 2025. While current polyethylene prices remain relatively resilient (given the Middle East conflict), continued capacity additions, particularly in North East Asia (NEA), are expected to outpace demand growth and sustain global supply-demand imbalances. This is expected to place pressure on future polyethylene prices and margins, with the anticipated market recovery now expected to be more gradual than previously anticipated |
||
A |
||
g)US Phenolics |
||
The asset has been fully impaired previously and in May 2026 Sasol Chemicals USA signed an agreement to sell a portion of the Phenolics business, resulting in the reassessment of the recoverable amount to fair value less cost to sell. |
( |
|
h)Sasol Italy Care Chemicals (CC) |
||
The CGU remains fully impaired, with the additional impairment of the Italy CC CGU at 30 June 2026 resulting from continued lower forecasted sales margins, due to slower recovery of demand and additional global production capacity that became operational. The CGU remains fully impaired. A WACC rate of |
|
|
i)Other (net)¹ |
||
Sasol Annual Financial Statements 2026 35
8 |
Remeasurement items affecting operating profit continued |
Significant impairment/(reversal of impairment) of assets in prior period
Segment and Cash-generating unit |
|
|
2025 |
|
(CGU) |
Description |
Rm |
||
Fuels segment |
||||
Secunda liquid fuels refinery |
The Liquid fuels component of the Secunda refinery remains fully impaired. At 30 June 2025, the recoverable amount of the refinery improved compared to 30 June 2024, as a result of the optimisation of the South African ERR leveraging an extended range of levers to maximise production for as long as possible, reducing capital, feedstock and electricity cost. Aligned to our broader transition plan, LNG as an alternative gas feedstock is no longer considered feasible at current and forecast prices. Our focus remains on maintaining continuous supply of quality and cost-effective coal. The South African ERR assumes production of |
|
||
Sasolburg liquid fuels refinery |
The Sasolburg liquid fuels refinery remains fully impaired at 30 June 2025 mainly as result of decrease in refining margins. The full amount of costs capitalised during the year on this CGU was impaired. A South African WACC rate of |
|
||
Gas |
||||
Production Sharing Agreement (PSA) |
The impairment of the PSA at 30 June 2025 is mainly due to a higher WACC rate (derived from the Mozambican WACC rate), a |
|
||
Exploration Block PT5-C |
Exploration block PT5-C is an onshore exploration license in the Inhambane province of Mozambique, adjacent to Sasol’s Petroleum Production Area (PPA) and the PSA acreage. The full impairment of exploration block PT5-C at 30 June 2025 was primarily driven by a decision to pause further development activities associated with the asset and explore alternative opportunities to unlock value. A final investment decision has not been taken on this license. |
|
||
Chemicals Africa |
||||
Sasolburg Chlor-Alkali and PVC |
The CGU remains fully impaired, resulting in the full amount of costs capitalised during the year being impaired. |
|||
Sasolburg Wax |
|
The CGU remains fully impaired, resulting in the full amount of costs capitalised during the year also being impaired. |
|
|
Chemicals Eurasia |
||||
Sasol Italy Care Chemicals (CC) |
The additional impairment of the CGU results from continued lower forecasted sales margins, especially in the short-term due to slower recovery of demand and additional global capacity that came online. The CGU is now fully impaired. |
|
||
Sasol China Care Chemicals (CC) |
The full impairment on the CGU in 2023 was driven by a combination of lower unit margins and higher costs resulting from the prolonged impact of COVID-19 on China’s economy. Results have increased steadily since 2023 following a reset of the business, volume and earnings projections for the last |
( |
||
Other (net)1 |
|
|
||
|
|
1Relates largely to Chemicals America (Phenolics CGU) and Chemicals Eurasia.
Sasol Annual Financial Statements 2026 36
8 |
Remeasurement items affecting operating profit continued |
Significant impairment/(reversal of impairment) of assets in prior period continued
Segment and Cash-generating unit |
|
2024 |
||
(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 ERR roadmap to achieve a |
|
||
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. |
|
||
Gas |
||||
Production Sharing Agreement (PSA) |
At 30 June 2018 an impairment of R |
( |
||
Chemicals Africa |
||||
Polyethylene |
The CGU was further impaired at 30 June 2024 by R |
|
||
Chlor-Alkali and PVC |
The CGU remains fully impaired, resulting in the full amount of costs capitalised during the year 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 year to be impaired. |
|
||
Chemicals America |
||||
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 were lower than previously anticipated since the Ethylene price outlook declined more than the Ethane price outlook. Ethylene prices were lower due to a combination of weak supply/demand fundamentals as well as lower feedstock costs. |
|
||
Chemicals Eurasia |
||||
Sasol Italy Care Chemicals |
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. |
|
||
Other (net)1 |
|
|||
|
1Relates largely to the Chemicals America and Energy segments.
Sasol Annual Financial Statements 2026 37
8 |
Remeasurement items affecting operating profit continued |
Areas of judgement:
Determination as to whether, and by how much, an asset, CGU, or group of CGUs is impaired, or whether a 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, which included forecast sales volumes and gross margins. If necessary, these cash flows were 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 VIU, 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 VIU calculations.
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.
In support of global efforts to address climate change, South Africa made commitments under the Paris Agreement to further reduce GHG emissions and to contribute to limiting 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
In South Africa, the Carbon Tax Act, 2019 came into effect on 1 June 2019. Phase 1 of the carbon tax was extended to 31 December 2025, with Phase 2 applicable from 1 January 2026 to 31 December 2030. The South African government has published carbon tax rates up to 2030 for Scope 1 greenhouse gas emissions. Post 2030, management assumes escalation to US$
Sasol Annual Financial Statements 2026 38
8Remeasurement items affecting operating profit continued
The implementation of the Climate Change Bill proposed 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. The Climate Change Act includes Nationally Determined Contributions (NDCs) – scope 1 CO2e emission reduction ranges for South African for 2025 and 2030. The Department of Fisheries, Forestry and Environment (DFFE) are in the process of rolling out these NDCs to Sectoral Emissions Targets (SETs), which will form the basis for company level carbon budgets. Sasol has participated in a voluntary carbon budget process with the DFFE for the periods 2016-2020 and 2021-2025. The period 2026-2030 will be the first mandatory period for carbon budget reporting. A penalty is included in the impairment assessment to the extent that the Group expects its scope 1 GHG emissions to exceed its estimated carbon budget from calendar year 2026, The expected carbon tax penalty rate was subsequently escalated by CPI from a pricing perspective. However, based on the assumed budget allowance and company scope 1 GHG emissions pathway, penalties are likely to start from financial year 2038. This assumption will be monitored and updated when the carbon budget process and relevant legislation are finalised and implemented.
Climate change and the transition to a lower 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 2026. The revised estimates reflect lower real oil price in the longer term as demand is expected to decrease as the transition to a lower carbon economy progresses. 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 CGU is defined as the amount that reflects the greater of the fair value less costs of disposal and VIU that can be attributed to an asset as a result of its ongoing use by the entity. VIU 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 CGU 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.
Sasol Annual Financial Statements 2026 39
8Remeasurement items affecting operating profit continued
The Group’s corporate assets are allocated to the relevant CGU based on a cost or volume contribution metric. Costs incurred by the corporate asset are allocated to the appropriate CGU at cost. If there is an indication that a corporate asset may be impaired, then the recoverable amount is determined for the CGU 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 CGUs.
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 CGUs.
In Europe, the identification of separate CGUs 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 CGUs. 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.
Sasol Annual Financial Statements 2026 40
TAXATION
9 |
Taxation |
|
|
2026 |
|
2025 |
|
2024 |
|
|||
for the year ended 30 June |
Note |
Rm |
Rm |
Rm |
|
|||||
South African normal tax |
|
|
|
|
|
|
|
|
||
current year |
|
|
|
|
|
|
|
|
||
prior years1 |
|
|
|
( |
|
( |
|
( |
||
Foreign tax |
|
|
|
|
|
|
|
|
||
current year |
|
|
|
|
|
|
|
|
||
global minimum top-up tax2 |
|
|
— |
|||||||
prior years |
|
|
|
( |
|
( |
|
( |
||
Income tax |
|
10 |
|
|
|
|
|
|
||
Deferred tax – South Africa |
|
11 |
|
( |
|
( |
|
|
||
current year3 |
|
|
|
|
|
( |
|
|
||
prior years4 |
|
|
|
( |
|
( |
|
|
||
Deferred tax – foreign |
|
11 |
|
( |
|
( |
|
( |
||
current year⁵ |
|
|
|
( |
|
( |
|
( |
||
prior years |
|
|
|
|
|
( |
|
( |
||
tax rate change⁶ |
|
|
|
( |
|
( |
|
|
||
|
|
|
|
|
|
|||||
| 1 | Relates to Section 12L (South African income tax incentive for energy-efficiency) allowances refer footnote 4. |
| 2 | In respect of Pillar Two that introduced a 15% global minimum effective tax rate for large multi-national entities. The Group has applied a temporary mandatory relief from deferred tax accounting for the impacts of the top-up tax and accounts for it as a current tax. |
| 3 | Mainly due to the assessed loss utilised in Sasol South Africa Limited (SSA) in 2026. |
| 4 |
Mainly attributable to the R |
| 5 | The increase relates mainly to tax losses in the US, unwinding of deferred tax liability on Mozambique assets and current year impairments. |
| 6 | 2026 mainly relates to the effect of future tax rate change in Germany on the realisation of deferred tax balance. 2025 relates mainly to Louisiana (US) tax rate reduction that was enacted. |
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 R
Sasol Annual Financial Statements 2026 41
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 in November 2022 and 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. On 20 September 2024 the High Court granted SFI’s application for leave to appeal the High Court decision to the Supreme Court of Appeal. The matter was heard at the Supreme Court of Appeal on 25 November 2025 and the judgment is currently pending. The review applications relate to the challenge by SFI of certain administrative decisions of SARS and the Supreme Court of Appeal 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.
|
2026 |
|
2025 |
|
2024 |
|
% |
% |
% |
||||
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 |
|
|
|
|
|
|
Increase/(decrease) in rate of tax due to: |
|
|
|
|
|
|
disallowed expenditure¹ |
|
|
|
|
|
( |
disallowed share-based payment expenses |
|
|
|
|
|
( |
different tax rates |
|
|
|
|
|
( |
tax losses not recognised2 |
|
|
|
|
|
( |
translation differences |
|
— |
— |
|||
other adjustments |
|
|
|
|
|
— |
(Decrease)/increase in rate of tax due to: |
|
|||||
exempt income3 |
|
( |
|
( |
|
|
share of profits of equity accounted investments |
|
( |
|
( |
|
|
utilisation of tax losses |
|
— |
|
( |
|
|
investment incentive allowances |
|
( |
|
( |
|
|
translation differences |
|
— |
|
( |
|
|
capital gains and losses |
|
( |
|
( |
|
— |
change in corporate income tax rate |
( |
( |
— |
|||
prior year adjustments4 |
( |
( |
— |
|||
other adjustments |
— |
— |
|
|||
Effective tax rate |
|
|
|
|
|
( |
| 1 | Includes non-deductible expenses incurred not deemed to be in the production of taxable income mainly relating to non-productive interest, project costs, as well as non-deductible impairments. The decrease from 2025 is mainly due to the lower Italy impairment recognised in 2026. |
| 2 | Mainly relates to Sasol Italy tax losses incurred for which no deferred tax assets are recognised (in 2025 relates to the reversal deferred tax asset previously recognised) as it is no longer considered probable that sufficient future taxable income will be available in the foreseeable future to fully utilise these losses. |
| 3 | 2025 mainly relates to contingent consideration from the Uzbekistan GTL LLC disposal. |
| 4 | Mainly related to Section 12L allowances claimed in South Africa relating to prior years. |
Sasol Annual Financial Statements 2026 42
10 |
Tax paid |
|
|
|
2026 |
|
2025 |
|
2024 |
|
||
for the year ended 30 June |
Note |
Rm |
Rm |
Rm |
|
|||||
Net amounts payable at beginning of year |
|
|
( |
|
|
|
|
|||
Net interest and penalties on tax |
|
|
( |
|
( |
|
( |
|||
Income tax per income statement |
|
9 |
|
|
|
|
|
|
||
Foreign exchange differences recognised in income statement |
|
|
( |
|
( |
|
( |
|||
Translation of foreign operations |
|
|
( |
|
|
|
( |
|||
|
|
|
|
|
|
|||||
Net tax (payable)/receivable per statement of financial position¹ |
|
|
( |
|
|
|
( |
|||
tax payable |
|
|
( |
|
( |
|
( |
|||
tax receivable |
|
|
|
|
|
|
|
|||
Per the statement of cash flows |
|
|
|
|
|
|
|
|||
Comprising |
|
|
|
|
||||||
Normal tax |
|
|
|
|
||||||
South Africa |
|
|
|
|
|
|
|
|||
Foreign |
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|||||
1 |
Decrease mainly due to tax refund received in 2026 of R |
11 |
Deferred tax |
|
|
2026 |
|
2025 |
|
|||
for the year ended 30 June |
Note |
Rm |
Rm |
|
||||
Reconciliation |
|
|
|
|
|
|
||
Balance at beginning of year |
|
( |
|
( |
||||
Current year charge |
|
( |
|
( |
||||
per the income statement |
|
9 |
|
( |
|
( |
||
per the statement of comprehensive income |
|
|
|
|
||||
Foreign exchange differences recognised in income statement |
|
|
|
|
||||
Translation of foreign operations |
|
|
|
|
||||
Balance at end of year |
|
( |
|
( |
||||
Comprising |
|
|
||||||
Deferred tax assets |
|
( |
|
( |
||||
Deferred tax liabilities |
|
|
|
|
||||
|
( |
|
( |
|||||
Sasol Annual Financial Statements 2026 43
11Deferred tax continued
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. The US and SA tax losses do not expire. The deferred tax asset mainly relate to the US and it is probable that taxable profits will be available against which the deductible temporary difference can be utilised. This is supported by approved financial forecasts.
|
2026 |
|
2025 |
|
for the year ended 30 June |
Rm |
Rm |
||
Attributable to the following tax jurisdictions |
|
|
||
South Africa |
( |
|
( |
|
United States of America |
( |
|
( |
|
Germany |
|
|
|
|
Mozambique |
( |
|
( |
|
Other |
( |
|
( |
|
( |
|
( |
||
Deferred tax is attributable to temporary differences on the following: |
|
|||
Net deferred tax assets: |
|
|||
Property, plant and equipment |
|
|
|
|
Right of use assets |
|
|
|
|
Current assets |
( |
( |
||
Short- and long-term provisions |
( |
|
( |
|
Calculated tax losses |
( |
|
( |
|
Financial liabilities |
|
|
|
|
Lease liabilities |
( |
( |
||
Other¹ |
( |
|
( |
|
( |
|
( |
||
Net deferred tax liabilities: |
|
|||
Property, plant and equipment |
|
|
|
|
Right of use assets |
|
|
|
|
Current assets |
|
|
|
|
Short- and long-term provisions |
( |
|
( |
|
Calculated tax losses |
( |
|
( |
|
Financial liabilities |
|
|
|
|
Lease liabilities |
( |
( |
||
Other |
|
|
|
|
|
|
|
1Other mainly relates to the US interest expense limitation carry forward of R
Sasol Annual Financial Statements 2026 44
11Deferred 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.
|
2026 |
|
2025 |
|
for the year ended 30 June |
Rm |
Rm |
||
Calculated tax losses |
|
|
|
|
(before applying the applicable tax rate) |
|
|
|
|
Available for offset against future taxable income |
|
|
|
|
Utilised against taxable income |
|
( |
|
( |
Not recognised as a deferred tax asset |
|
|
|
|
Calculated tax losses carried forward that have not been recognised:* |
|
|
|
|
Expiry between one and five years |
|
|
|
|
Expiry thereafter |
|
|
|
|
Indefinite life |
|
|
|
|
|
|
|
|
* |
Mainly US tax losses partially not recognised as deferred tax assets, as it was 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.
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.
|
2026 |
|
2025 |
|
||
for the year ended 30 June |
Rm |
Rm |
|
|||
Unremitted earnings at end of year that would be subject to dividend withholding tax |
|
|
|
|
||
Europe |
|
|
|
|
||
Rest of Africa |
|
|
|
|
||
Other |
|
|
|
|
||
Tax effect if remitted |
|
|
|
|
||
Europe |
|
|
|
|
||
Rest of Africa |
|
|
|
|
||
Other |
|
|
|
|
||
Sasol Annual Financial Statements 2026 45
11Deferred tax continued
Dividend withholding tax
Dividend withholding tax is payable at a rate of
On receipt of a dividend, the company includes the dividend withholding tax in its computation of the income tax expense.
2026 |
|
2025 |
|
||
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 |
|
|
|
|
|
Maximum withholding tax payable by shareholders if distributed to individuals |
|
|
|
|
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 payable by Sasol.
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.
Sasol Annual Financial Statements 2026 46
EQUITY
12 |
Share capital |
|
2026 |
|
2025 |
|
2024 |
|
for the year ended 30 June |
Rm |
Rm |
Rm |
|||
Issued share capital (as per statement of changes in equity)¹ |
|
|
|
|
|
|
Number of shares |
||||||
for the year ended 30 June |
|
2026 |
|
2025 |
|
2024 |
Authorised |
||||||
Sasol ordinary shares of no par value² |
|
|
|
|
|
|
Sasol BEE ordinary shares of no par value³ |
|
|
|
|
|
|
|
|
|
|
|
||
Issued |
|
|
||||
Shares issued at beginning of year |
|
|
|
|
|
|
Issued in terms of the employee share schemes |
|
|
|
|
|
|
Shares issued at end of year |
|
|
|
|
|
|
Comprising |
|
|
||||
Sasol ordinary shares of no par value |
|
|
|
|
||
Sasol BEE ordinary shares of no par value |
|
|
|
|
|
|
|
|
|
|
|
||
Unissued shares |
|
|
||||
Sasol ordinary shares of no par value |
|
|
|
|
|
|
Sasol BEE ordinary shares of no par value |
|
|
|
|
|
|
|
|
|
|
|
||
| 1 |
At 30 June 2026, treasury shares amounted to |
| 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 |
| 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.
Sasol Annual Financial Statements 2026 48
FUNDING ACTIVITIES AND FACILITIES
13 |
Long-term debt |
|
2026 |
|
2025 |
|
for the year ended 30 June |
Rm |
Rm |
||
Total long-term debt |
|
|
|
|
Short-term portion1 |
( |
|
( |
|
Long-term portion |
|
|
|
|
Analysis of long-term debt |
|
|||
At amortised cost |
||||
Unsecured debt |
|
|
|
|
Unamortised loan costs |
( |
|
( |
|
|
|
|
||
Reconciliation |
|
|||
Balance at beginning of year |
|
|
|
|
Loans raised2 |
|
|
|
|
Loans repaid3 |
( |
|
( |
|
Interest accrued |
|
|
|
|
Amortisation of loan costs |
|
|
|
|
Translation of foreign operations |
( |
|
( |
|
Foreign exchange differences recognised in income statement |
|
— |
||
Balance at end of year |
|
|
|
|
Interest-bearing status |
|
|||
Interest-bearing debt |
|
|
|
|
Maturity profile |
|
|||
Within one year |
|
|
|
|
One to five years |
|
|
|
|
More than five years |
|
|
|
|
|
|
|
| 1 |
Current period short-term portion relates to the US$ |
| 2 |
Relates mainly to a 2033 bond of US$ |
| 3 |
Relates mainly to partial repayments on 2028 and 2029 US$ bonds (R |
Sasol Annual Financial Statements 2026 49
13 |
Long-term debt continued |
2026 |
2025 |
||||||||||||||||
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) |
|
None |
|
Rand |
|
3 month |
|
|
|
|
|
|
|
|
|||
Commercial banking facilities |
|
None |
|
Rand |
|
* |
|
|
|
|
|
— |
|
— |
|||
Revolving credit facility¹ |
|
April 2030 |
|
US dollar |
|
SOFR+ Credit |
|
|
|
|
|
— |
|
|
|||
Debt arrangements |
|
|
|
|
|
||||||||||||
US Dollar Bond |
|
September 2026 |
|
US dollar |
|
|
|
— |
|
|
|
||||||
US Dollar Convertible Bond2 |
November 2027 |
US dollar |
|
|
|
|
— |
|
|
||||||||
US Dollar Bond4 |
September 2028 |
US dollar |
|
|
— |
|
|
||||||||||
US Dollar Bond4 |
|
May 2029 |
|
US dollar |
|
|
|
— |
|
|
|
||||||
US Dollar term loan |
|
April 2030 |
|
US dollar |
|
SOFR+ Credit |
|
|
— |
|
|
|
|||||
Rand Bond3 |
July 2030 |
Rand |
3 month Jibar + |
|
|
— |
|
— |
|||||||||
US Dollar Bond |
March 2031 |
US dollar |
|
|
— |
|
|
||||||||||
US Dollar Bond⁴ |
April 2033 |
US dollar |
|
|
— |
|
— |
||||||||||
Other Sasol businesses |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Specific project asset finance |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Energy – Natref |
|
Various |
|
Rand |
|
Various |
|
|
|
|
|
|
|
|
|||
Other |
|
|
Various |
Various |
— |
|
— |
|
— |
|
|
|
|||||
|
|
|
|
|
|||||||||||||
Available cash excluding restricted cash |
|
|
|
|
|
|
|
|
|
|
|
||||||
Total funds available for use |
|
|
|
|
|
|
|
|
|
|
|
||||||
Accrued interest |
|
|
|
|
|
|
|
|
|
|
|
||||||
Unamortised loan cost |
|
|
|
|
|
|
|
|
( |
|
( |
||||||
Cumulative fair value gains and foreign exchange movements on convertible bond and embedded derivative financial liability |
( |
( |
|||||||||||||||
Total debt including accrued interest and unamortised loan cost |
|
|
|
|
|
|
|
|
|
|
|
||||||
Comprising |
|
|
|
|
|
|
|
|
|
|
|
||||||
Long-term debt |
|
|
|
|
|
|
|
|
|
|
|
||||||
Short-term debt |
|
|
|
|
|
|
|
|
|
|
|
||||||
Short-term debt |
|
|
|
|
|
|
|
|
|
|
|
||||||
Short-term portion of long-term debt |
|
|
|
|
|
|
|
|
|
|
|
||||||
Bank overdraft |
|
|
|
|
|
|
|
|
|
|
|
||||||
Convertible bond derivative financial liability |
|
|
|||||||||||||||
|
|
|
|||||||||||||||
Sasol Annual Financial Statements 2026 50
13 |
Long-term debt continued |
*Interest rate only available when funds are utilised.
| 1 |
Sasol repaid R |
| 2 |
The convertible bond has a principal amount of US$ |
| 3 |
On 23 July 2025, SFIL issued a floating rate bond of R |
| 4 |
A 2033 US$ bond of US$ |
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 a 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 bond is a hybrid financial instrument 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
The bond component and related embedded derivative are classified as current liabilities as the holders may convert at any time.
Refer to note 35 for the accounting policies relating to embedded derivatives.
Sasol Annual Financial Statements 2026 51
14 |
Leases |
|
|
|
Plant, |
|
|
||||
equipment |
|
||||||||
Land |
Buildings |
and vehicles |
Total |
|
|||||
for the year ended 30 June |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Right of use assets |
|
|
|
|
|
|
|
|
|
Carrying amount at 30 June 2024 |
|
|
|
|
|
|
|
|
|
Cost |
|
|
|
|
|
|
|
||
Accumulated depreciation and impairment |
( |
|
( |
|
( |
|
( |
||
Additions |
|
|
|
|
|
|
|
|
|
Modifications and reassessments |
|
— |
|
|
|
|
|
|
|
Reclassification to assets |
|
— |
|
— |
|
( |
|
( |
|
Translation of foreign operations |
|
|
|
|
|
( |
|
|
|
Terminations |
|
( |
|
( |
|
( |
|
( |
|
Current year depreciation charge |
|
( |
|
( |
|
( |
|
( |
|
Net (impairment)/reversal of right of use assets (note 8) |
|
|
|
( |
|
( |
|
( |
|
Carrying amount at 30 June 2025 |
|
|
|
|
|
||||
Cost |
|
|
|
|
|
||||
Accumulated depreciation and impairment |
|
( |
( |
( |
( |
||||
Additions |
|
|
|
|
|
|
|
|
|
Modifications and reassessments |
|
— |
|
( |
|
|
|
|
|
Translation of foreign operations |
|
( |
|
( |
|
( |
|
( |
|
Terminations |
|
— |
|
( |
|
( |
|
( |
|
Current year depreciation charge |
|
( |
|
( |
|
( |
|
( |
|
Net impairment of right of use assets (note 8) |
|
— |
|
( |
|
( |
|
( |
|
Carrying amount at 30 June 2026 |
|
|
|
|
|||||
Cost |
|
|
|
|
|||||
Accumulated depreciation and impairment |
( |
( |
( |
( |
|
|
2026 |
|
2025 |
||
for the year ended 30 June |
|
Note |
|
Rm |
|
Rm |
Lease liabilities |
|
|
|
|
|
|
Total long-term lease liabilities |
|
|
|
|
|
|
Short-term portion (included in short-term debt) |
|
15 |
|
|
|
|
|
|
|
|
|||
Reconciliation |
|
|
|
|
|
|
Balance at beginning of year |
|
|
|
|
|
|
New lease contracts |
|
|
||||
Payments made on lease liabilities |
( |
( |
||||
Modifications and reassessments |
|
|
||||
Interest accrued |
|
|
||||
Termination of lease liability |
( |
( |
||||
Translation of foreign operations |
|
( |
|
|
||
Balance at end of year |
|
|
|
|
|
|
Sasol Annual Financial Statements 2026 52
14Leases continued
2026 |
2025 |
2024 |
||||
for the year ended 30 June |
|
Rm |
|
Rm |
|
Rm |
Amounts recognised in income statement |
|
|
|
|
|
|
Interest expense (included in net finance cost) |
|
|
|
|
|
|
Expense relating to short-term leases* |
|
|
|
|
|
|
Expense relating to leases of low-value assets that are not shown above as short-term leases* |
|
|
|
|
|
|
Expense relating to variable lease payments not included in lease liabilities (included in other operating expenses and income)* |
|
|
|
|
|
|
Amounts recognised in statement of cash flows |
|
|
|
|||
Total cash outflow on leases |
|
|
|
|
|
|
* |
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.
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 |
|
|
North America |
|
|
Eurasia |
|
Sasol Annual Financial Statements 2026 53
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.
Sasol Annual Financial Statements 2026 54
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 |
|
|
|
2026 |
|
2025 |
|
for the year ended 30 June |
Note |
Rm |
Rm |
|||
Short-term debt |
|
|
|
|
|
|
Short-term portion of |
|
|
||||
long-term debt¹ |
13 |
|
|
|
|
|
lease liabilities |
14 |
|
|
|
|
|
|
|
| 1 |
In addition to the US$ |
Sasol Annual Financial Statements 2026 55
Sasol Annual Financial Statements 2026 56
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 2024 |
|
|
|
|
|
|
|
|
|
|
||||
Cost |
|
|
|
|
|
|
|
|||||||
Accumulated depreciation and impairment |
|
( |
( |
( |
( |
— |
( |
|||||||
Additions |
|
— |
|
|
|
|
|
|||||||
to sustain existing operations |
|
— |
|
|
|
|
|
|||||||
to expand operations |
|
— |
— |
|
|
|
|
|||||||
Reduction in rehabilitation provisions capitalised |
|
— |
— |
— |
— |
( |
( |
|||||||
Finance costs capitalised |
— |
— |
— |
— |
|
|
||||||||
Assets capitalised or reclassified |
|
— |
|
|
|
( |
|
|||||||
Reclassification to held for sale |
|
|
( |
( |
— |
— |
|
|||||||
Translation of foreign operations |
|
( |
( |
( |
— |
|
( |
|||||||
Disposals and scrapping |
|
( |
( |
( |
( |
( |
( |
|||||||
Current year depreciation charge |
|
— |
( |
( |
( |
— |
( |
|||||||
Net impairment of property, plant and equipment (note 8) |
|
( |
|
( |
( |
( |
( |
|||||||
Carrying amount at 30 June 2025 |
|
|
|
|
|
|
|
|||||||
Cost |
|
|
|
|
|
|
|
|
|
|
||||
Accumulated depreciation and impairment |
( |
|
( |
|
( |
|
( |
|
— |
( |
||||
Additions |
— |
|
|
|
|
|
||||||||
to sustain existing operations |
— |
|
|
|
|
|
||||||||
to expand operations |
— |
— |
|
— |
|
|
||||||||
Reduction in rehabilitation provisions capitalised (note 29) |
— |
— |
( |
— |
( |
( |
||||||||
Finance costs capitalised |
— |
— |
— |
— |
|
|
||||||||
Assets capitalised or reclassified |
— |
|
|
|
( |
( |
||||||||
Reclassification to held for sale |
— |
( |
( |
— |
— |
( |
||||||||
Translation of foreign operations |
( |
( |
( |
— |
( |
( |
||||||||
Disposals and scrapping |
( |
( |
( |
( |
( |
( |
||||||||
Current year depreciation charge |
— |
( |
( |
( |
— |
( |
||||||||
Net impairment of property, plant and equipment (note 8) |
— |
( |
( |
( |
( |
( |
||||||||
Carrying amount at 30 June 2026 |
|
|
|
|
|
|
||||||||
Cost |
|
|
|
|
|
|
|
|
|
|
|
|||
Accumulated depreciation and impairment |
|
( |
|
( |
|
( |
|
( |
|
— |
( |
|||
*Includes intangible assets and exploration and evaluation assets under construction.
Sasol Annual Financial Statements 2026 57
16 |
Property, plant and equipment continued |
|
2026 |
|
2025 |
|
2024 |
||
for the year ended 30 June |
Rm |
Rm |
Rm |
|
|||
Additions to property, plant and equipment (cash flow) |
|||||||
Current year additions |
|
|
|
|
|
||
Adjustments for non-cash items |
( |
|
( |
|
( |
||
movement in environmental provisions capitalised |
( |
|
( |
|
( |
||
Reduction in capital project pre-payment |
( |
( |
— |
||||
Rig leases |
( |
( |
— |
||||
Area A5-A receivable |
— |
|
( |
||||
Per the statement of cash flows |
|
|
|
|
|
|
2026 |
|
2025 |
|
|
for the year ended 30 June |
Rm |
Rm |
|||
Capital commitments (excluding equity accounted investments) |
|||||
Capital commitments, excluding capitalised interest, include all projects for which relevant 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 |
|
|
|
|
|
Authorised but not yet contracted for |
|
|
|
|
|
Less expenditure to the end of year |
|
( |
|
( |
|
|
|
|
|
||
to sustain existing operations |
|
|
|
|
|
to expand operations |
|
|
|
|
|
Estimated expenditure |
|
|
|
|
|
Within one year |
|
|
|
|
|
One to five years |
|
|
|
|
|
|
|
|
|
Significant capital commitments and expenditure at 30 June comprise mainly of:
Capital commitments |
Capital expenditure |
|||||||||||
|
|
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|||
Project |
Project location |
Business segment |
Rm |
Rm |
Rm |
Rm |
||||||
Projects to sustain operations |
||||||||||||
Shutdown and major statutory maintenance |
Various |
Various |
|
|
|
|
||||||
Environmental projects |
Various |
|
Various |
|
|
|
|
|
|
|||
Clean fuels II |
|
Various |
|
Fuels |
|
|
|
|
|
|
||
Projects to expand operations |
||||||||||||
Exploration and development1 |
|
Mozambique |
|
Gas |
|
— |
|
|
|
|
||
1PSA reached beneficial operation in 2026.
Capital commitments and expenditure not separately disclosed relates to ordinary sustenance capital.
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.
Sasol Annual Financial Statements 2026 58
16Property, plant and equipment continued
The following depreciation rates apply in the Group:
|
|
|
|
Buildings and improvements |
|
||
Retail convenience centres (included in buildings and improvements) |
% |
||
Plant |
% |
||
Equipment |
|
% |
|
Vehicles |
|
% |
|
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
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. The natural oil and gas reserves are calculated using a methodology designed to be compliant with SEC Regulations S-K.
Life-of-mine coal assets are depreciated using the units-of-production method and are based on proved and probable reserves assigned to that specific mine (accessible reserves) or complex which benefits from the utilisation of those assets. The proved and probable reserves are determined using the SAMREC code. 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.
Sasol Annual Financial Statements 2026 59
16Property, plant and equipment continued
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
17 |
Long-term receivables and prepaid expenses |
|
2026 |
|
2025 |
|
for the year ended 30 June |
Rm |
Rm |
||
Total long-term receivables |
|
|
||
Impairment of long-term receivables* |
|
( |
|
( |
Short-term portion |
|
( |
|
( |
|
|
|
|
|
Long-term prepaid expenses¹ |
|
|
|
|
|
|
|
|
|
Comprising: |
|
|
||
Long-term receivables (interest-bearing) - joint operations |
|
|
|
|
Long-term loans |
|
|
|
|
|
|
|
|
| 1 |
Includes non-cash movement of R |
The majority of movements in long-term receivables are cash movements including loans granted of R
* |
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 35.2 for detail on the impairments recognised.
Sasol Annual Financial Statements 2026 60
18 |
Equity accounted investments |
At 30 June, the Group’s interest in equity accounted investments and the total carrying values were:
|
Country of |
|
|
|
Interest |
|
2026 |
|
2025 |
|
Name |
incorporation |
Nature of activities |
% |
Rm |
Rm |
|||||
Joint ventures |
|
|
|
|
|
|||||
ORYX GTL Limited |
|
Qatar |
|
GTL plant |
|
|
|
|
|
|
Sasol Dyno Nobel (Pty) Ltd |
|
South Africa |
|
Manufacturing and distribution of explosives |
|
|
|
|
|
|
Associates |
|
|
|
|
|
|
||||
Enaex Africa (Pty) Ltd |
|
South Africa |
|
Manufacturing and distribution of explosives |
|
|
|
|
|
|
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 |
|
|
|
|||||
Other equity accounted investments |
|
|
|
Various* |
|
|
|
|
||
Carrying value of investments |
|
|
|
|
|
|
|
|
|
|
* |
Decrease in Other equity accounted investment relates mainly to the impairment of Central Térmica de Temane (CTT) (refer to note 8). |
There are no significant restrictions on the ability of the joint ventures or associates to transfer funds to Sasol Limited in the form of cash dividends or repayment of loans or advances.
Sasol Annual Financial Statements 2026 61
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.
|
2026 |
|
2025 |
|
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 |
|
|
|
|
Profit before tax |
|
|
|
|
Taxation |
|
( |
|
( |
Profit for the year* |
|
|
||
Other comprehensive (loss)/income |
|
( |
|
|
* |
The financial information provided represents the Group's share of the results of the equity accounted investments. The impairment of CTT is not included the results above and is separately disclosed (refer to note 8). |
|
2026 |
|
2025 |
|
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 |
|
|
|
|
Authorised but not yet contracted for |
|
|
|
|
Less: expenditure to the end of year |
|
( |
|
( |
|
|
|
|
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.
Sasol Annual Financial Statements 2026 62
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*** |
|
||||
|
2026 |
|
2025 |
|
||
for the year ended 30 June |
|
Rm |
|
Rm |
|
|
Summarised statement of financial position |
|
|
||||
Non-current assets* |
|
|
||||
Deferred tax asset |
|
|
||||
Cash and cash equivalents |
|
|
||||
Other current assets |
|
|
||||
Total assets |
|
|
||||
Non-current liabilities |
|
|
||||
Current liabilities |
|
|
||||
Tax payable |
— |
|
||||
Total liabilities |
|
|
||||
Net assets |
|
|
||||
Summarised income statement |
||||||
Turnover |
|
|
||||
Depreciation and amortisation |
( |
( |
||||
Other operating expenses |
( |
( |
||||
Operating (loss)/profit before interest and tax |
( |
|
||||
Finance income |
|
|
||||
Finance cost |
( |
( |
||||
(Loss)/profit before tax |
( |
|
||||
Taxation |
( |
( |
||||
(Loss)/profit and total comprehensive income for the year |
( |
|
||||
The Group’s share of (loss)/profits of equity accounted investment |
( |
|
||||
( |
|
|||||
Taxation |
( |
( |
||||
Reconciliation of summarised financial information |
|
|||||
Net assets at the beginning of the year |
|
|
||||
(Loss)/earnings before tax for the year |
( |
|
||||
Taxation |
( |
( |
||||
Foreign exchange differences |
( |
( |
||||
Dividends paid** |
( |
( |
||||
Net assets at the end of the year |
|
|
||||
Carrying value of equity accounted investment |
|
|
||||
* |
Non-current assets mainly include property plant and equipment. |
** |
In 2026 ORYX GTL Limited declared a dividend of R |
***The year-end for ORYX GTL Limited is 31 December, the Group uses the financial information based on management accounts at 30 June.
The carrying value of the investment represents the Group’s interest in the net assets thereof.
Sasol Annual Financial Statements 2026 63
18 |
Equity accounted investments continued |
Early in March 2026, a military conflict in the Middle East escalated which affected several Gulf countries including Qatar, resulting in the temporary shutdown of Oryx’s GTL facility and the suspension of all product shipments following the closure of the Strait of Hormuz, resulting in the inability to export products. The facility has remained offline and only recently has been able to sell some product which was stored in tanks, into the local market. The facility is back online and ramped up in 2027 but only operating at
The carrying value of the investment represents the Group’s interest in the net assets thereof.
Associate |
||||
The Republic of |
||||
Mozambique Pipeline |
||||
Investment Company |
||||
(Pty) Ltd (ROMPCO)** |
||||
2026 |
2025 |
|||
for the year ended 30 June |
|
Rm |
|
Rm |
Summarised statement of financial position |
|
|
|
|
Non-current assets* |
|
|
|
|
Cash and cash equivalents |
|
|
|
|
Other current assets |
|
|
|
|
Total assets |
|
|
|
|
Non-current liabilities |
|
|
|
|
Current liabilities |
|
|
|
|
Tax payable |
|
|
|
|
Total liabilities |
|
|
|
|
Net assets |
|
|
|
|
Summarised income statement |
|
|||
Turnover |
|
|
|
|
Depreciation and amortisation |
( |
( |
||
Other operating expenses |
( |
( |
||
Operating profit before interest and tax |
|
|
||
Finance income |
|
|
||
Finance cost |
( |
( |
||
Profit before tax |
|
|
||
Taxation |
( |
( |
||
Profit and total comprehensive income for the period |
|
|
||
The Group’s share of profits of equity accounted investment |
||||
|
|
|||
Taxation |
( |
( |
||
|
|
|||
Amortisation of fair value adjustment on acquisition of investment |
( |
( |
||
Share of profits of equity accounted investment |
|
|
||
Reconciliation of summarised financial information |
||||
Net assets at the beginning of the year |
|
|
||
Earnings before tax for the year |
|
|
||
Taxation |
( |
( |
||
Dividends paid |
( |
( |
||
Net assets at the end of the year |
|
|
||
Carrying value of equity accounted investment |
|
|
||
Historical net asset value |
|
|
||
Group’s share of fair value adjustment on acquisition of investment |
|
|
||
Sasol Annual Financial Statements 2026 64
18Equity accounted investments continued
* |
Non-current assets mainly include property plant and equipment. |
** |
Based on management accounts. |
The carrying value of the investment represents the Group’s interest in the net assets thereof.
|
2026 |
|
2025 |
|
2024 |
|
for the year ended 30 June |
Rm |
Rm |
Rm |
|||
Transactions with joint ventures |
|
|
|
|
|
|
Total sales and services rendered from subsidiaries to joint ventures |
|
|
|
|
|
|
Total purchases by subsidiaries from joint ventures |
|
|
|
|||
Transactions with associates |
||||||
Total sales and services rendered from subsidiaries to associates |
|
|
|
|||
Total purchases by subsidiaries from associates |
|
|
|
|
|
|
The amounts have been disaggregated and reported separately between joint ventures and associates.
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.
Sasol Annual Financial Statements 2026 65
19 |
Interest in joint operations |
At 30 June, the Group’s interest in material joint operations were:
|
|
|
|
|
% of equity owned |
|||
2026 |
2025 |
|||||||
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. |
|
|
||||
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 operation between Sasol and Prax South Africa (Pty) Ltd. Prax remains in business rescue. Sasol continues to operate Natref and utilise available Prax capacity in accordance with arrangements agreed with the business rescue practitioners, with operations and product supply remaining uninterrupted. |
|
|
|
|
Sasol Annual Financial Statements 2026 66
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 |
|
2026 |
2025 |
||
for the year ended 30 June |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
Statement of financial position |
||||||||
External non-current assets |
|
|
|
|
||||
External current assets |
|
|
|
|
||||
Intercompany current assets |
— |
|
|
|
||||
Total assets |
|
|
|
|
||||
Shareholders’ equity |
|
( |
|
|
||||
Long-term liabilities |
|
|
|
|
||||
Interest-bearing current liabilities |
|
— |
|
|
||||
Non-interest-bearing current liabilities |
|
|
|
|
||||
Intercompany current liabilities |
|
|
|
|
||||
Total equity and liabilities |
|
|
|
|
At 30 June 2026, the Group’s share of the total capital commitments of joint operations amounted to R
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.
Sasol Annual Financial Statements 2026 67
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 2026.
There are
|
Country of |
|
|
|
% of equity owned |
|||
Name |
|
incorporation |
|
Nature of activities |
|
2026 |
|
2025 |
Significant operating subsidiaries |
||||||||
Direct |
||||||||
Sasol Mining Holdings (Pty) Ltd |
South Africa |
Holding company of the Group’s mining interests |
|
|
||||
Sasol Technology (Pty) Ltd |
|
South Africa |
|
Engineering services, research and development and technology transfer |
|
|
|
|
Sasol Financing Limited |
|
South Africa |
|
Management of cash resources, investments and procurement of loans (for South African operations) |
|
|
|
|
Sasol Investment Company (Pty) Ltd |
|
South Africa |
|
Holding company for foreign investments |
|
|
|
|
Sasol South Africa Limited1 |
|
South Africa |
|
Integrated petrochemicals and energy company |
|
|
|
|
Sasol Middle East and India (Pty) Ltd |
|
South Africa |
|
Develop and implement international GTL and CTL ventures |
|
|
|
|
Sasol Africa (Pty) Ltd |
|
South Africa |
|
Exploration, development, production, marketing and distribution of natural oil and gas and associated products |
|
|
|
|
Sasol Oil (Pty) Ltd |
|
South Africa |
|
Marketing of fuels and lubricants |
|
|
|
|
| 1 |
Sasol Khanyisa shareholders indirectly have an |
|
Country of |
|
|
|
% of equity owned |
|||
Name |
|
incorporation |
|
Nature of activities |
|
2026 |
|
2025 |
Significant operating subsidiaries |
|
|
|
|
||||
Indirect |
||||||||
Sasol Financing International Limited |
|
South Africa |
|
Management of cash resources, investment and procurement of loans (for our foreign operations) |
|
|
|
|
Sasol Germany GmbH |
|
Germany |
|
Production, marketing and distribution of chemical products |
|
|
|
|
Sasol Italy SpA |
|
Italy |
|
Production, trading and transportation of oil products, petrochemicals and chemical products and derivatives |
|
|
|
|
Sasol Mining (Pty) Ltd |
|
South Africa |
|
Coal mining activities |
|
|
|
|
Sasol Chemicals (USA) LLC |
|
United States of America |
|
Production, marketing and distribution of chemical products |
|
|
|
|
Sasol Financing USA LLC |
|
United States of America |
|
Management of cash resources, investment and procurement of loans (for our North American operations) |
|
|
|
|
Our other interests in subsidiaries are not considered significant.
Sasol Annual Financial Statements 2026 68
20 |
Interest in significant operating subsidiaries continued |
Non-controlling interests
The Group subsidiaries with non-controlling interests, Sasol Oil (Pty) Ltd and Sasol Mining (Pty) Ltd, 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.
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.
Sasol Annual Financial Statements 2026 69
WORKING CAPITAL
21 |
Inventories |
|
2026 |
|
2025 |
|
for the year ended 30 June |
Rm |
Rm |
||
Carrying value |
||||
Crude oil and other raw materials* |
|
|
|
|
Process material |
|
|
|
|
Maintenance materials |
|
|
|
|
Work in progress* |
|
|
|
|
Manufactured products |
|
|
|
|
Consignment inventory |
|
|
|
|
|
|
|
|
*Includes inventory at Natref as part of Sasol utilising Prax’s share of the Natref processing facility.
A net realisable value write-down of R
Inventory of R
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 according to FIFO |
Manufactured products including consignment inventory |
Manufacturing costs according to FIFO |
Sasol Annual Financial Statements 2026 70
22 |
Trade and other receivables |
|
2026 |
|
2025 |
|
for the year ended 30 June |
|
Rm |
|
Rm |
Trade receivables |
|
|
|
|
Other receivables (financial assets)1 |
|
|
|
|
Related party receivables |
|
|
|
|
third parties |
|
|
||
equity accounted investments |
|
|
||
Impairment of trade and other receivables* |
|
( |
|
( |
|
|
|
|
|
Other receivables (non-financial assets) |
|
|
||
Duties recoverable from customers |
|
|
|
|
Prepaid expenses and other |
|
|
|
|
Value added tax |
|
|
|
|
|
|
|
|
1 |
Other receivables include a receivable of R |
*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 35 for detail on the impairments recognised.
Collateral
The Group holds
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. Other receivables that fail the business model and solely payments of principal and interest tests are classified at fair value through profit or loss. 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 or 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.
Sasol Annual Financial Statements 2026 71
23 |
Trade and other payables |
|
2026 |
|
2025 |
|
||
for the year ended 30 June |
|
Rm |
|
Rm |
|
|
Trade payables |
|
|
|
|
||
Capital project related payables1 |
|
|
|
|
||
Accrued expenses |
|
|
|
|
||
Other payables (financial liabilities) |
|
|
||||
Related party payables |
|
|
|
|
||
third parties |
|
|
|
|
||
equity accounted investments |
|
|
|
|
||
|
|
|
|
|||
Other payables (non-financial liabilities)2 |
|
|
|
|
||
Duties payable to revenue authorities |
|
|
|
|
||
Value added tax |
|
|
|
|
||
|
|
|
|
|||
| 1 | Decrease mainly due to the development cost on the completion of the Production Sharing Agreement project in Mozambique. |
| 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 |
|
2026 |
|
2025 |
|
2024 |
|
|
Rm |
|
Rm |
|
Rm |
|
Increase in inventories1 |
|
( |
|
( |
|
( |
Increase in trade receivables |
|
( |
|
( |
|
( |
Increase/(decrease) in trade payables |
|
|
|
|
|
( |
(Increase)/decrease in working capital |
|
( |
|
|
|
( |
1 |
The increase in inventory during the year was primarily attributable to higher inventory values resulting from higher prices in the last quarter, the impact of Prax’s working capital in Natref and higher fuel inventory volumes held at year end. |
Movements exclude non-cash movements and translation effects.
Sasol Annual Financial Statements 2026 72
CASH MANAGEMENT
25 |
Cash and cash equivalents |
2026 |
2025 |
|||
for the year ended 30 June |
|
Rm |
|
Rm |
Cash and cash equivalents |
|
|
||
Restricted cash and cash equivalents |
|
|
||
|
|
|||
Bank overdraft |
|
( |
|
( |
Per the statement of cash flows |
|
|
|
|
Cash by currency |
|
|
||
Rand |
|
|
|
|
Euro |
|
|
|
|
US dollar |
|
|
|
|
Other currencies |
|
|
|
|
|
|
|
|
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 |
2026 |
2025 |
2024 |
||||||
for the year ended 30 June |
|
Note |
|
Rm |
|
Rm |
|
Rm |
Cash flow from operations |
|
27 |
|
|
|
|
|
|
(Increase)/decrease in working capital |
|
24 |
|
( |
|
|
|
( |
|
|
|
|
|
|
Sasol Annual Financial Statements 2026 73
27 |
Cash flow from operations |
2026 |
2025 |
2024 |
||||||
for the year ended 30 June |
|
Note |
|
Rm |
|
Rm |
|
Rm |
Earnings/(loss) before interest and tax (EBIT/(LBIT)) |
|
|
( |
|||||
Adjusted for |
|
|
|
|
|
|||
share of profits of equity accounted investments |
|
|
( |
|
( |
|
( |
|
equity-settled share-based payment |
|
32 |
|
|
|
|
|
|
depreciation and amortisation |
|
|
|
|
|
|
||
effect of remeasurement items |
|
8 |
|
|
|
|
|
|
movement in long-term provisions |
|
|
|
|||||
income statement charge |
|
29 |
|
( |
|
( |
|
( |
utilisation |
|
29 |
|
( |
|
( |
|
( |
movement in short-term provisions |
|
( |
|
|
|
|
||
movement in post-retirement benefits |
|
|
|
|
|
|
||
translation effects |
|
|
|
|||||
write-down of inventories to net realisable value |
|
|
|
|
|
|
||
movement in financial assets and liabilities |
|
( |
|
( |
|
( |
||
movement in other receivables and payables |
|
( |
|
|
|
( |
||
other non-cash movements1 |
|
( |
|
( |
|
( |
||
|
|
|
|
|
|
1 |
Other non-cash movements include movements in deferred income, expected credit losses and long-term prepaid expenses. |
28 |
Dividends paid |
2026 |
|
2025 |
|
2024 |
||
for the year ended 30 June |
|
Rm |
|
Rm |
|
Rm |
Final dividend – prior year |
— |
|
|
|||
Interim dividend – current year |
|
— |
|
— |
|
|
|
— |
|
|
|
|
The Board did not declare a dividend for the current year.
Sasol Annual Financial Statements 2026 74
PROVISIONS
29 |
Long-term provisions |
Environmental |
Other |
Total |
||||||
2026 |
2026 |
2026 |
||||||
for the year ended 30 June |
|
|
Rm |
|
Rm |
|
Rm |
|
Balance at beginning of year |
|
|
|
|
||||
Capitalised to property, plant and equipment |
|
— |
|
|
||||
Reduction in rehabilitation provision capitalised |
|
( |
|
— |
|
( |
||
Per the income statement |
|
|
|
( |
|
( |
||
additional provisions and changes to existing provisions |
|
( |
|
|
|
( |
||
reversal of unutilised amounts |
|
( |
|
( |
|
( |
||
effect of change in discount rate |
|
|
|
( |
|
|
||
Notional interest |
|
|
|
|
|
|
||
Utilised during year (cash flow) |
|
( |
|
( |
|
( |
||
Translation of foreign operations |
|
( |
|
( |
|
( |
||
Foreign exchange differences recognised in income statement |
|
( |
|
( |
|
( |
||
Balance at end of year |
|
|
|
|
|
|
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 the terms of the related obligation.
Sasol Annual Financial Statements 2026 76
29 |
Long-term provisions continued |
The following discount rates were applied:
2026 |
2025 |
|||
for the year ended 30 June |
|
% |
|
% |
South Africa |
|
|
||
Europe |
|
|
||
United States of America (for US$ denominated provisions) |
|
|
2026 |
2025 |
||||
for the year ended 30 June |
|
Rm |
|
Rm |
|
A |
|
|
|
|
|
Increase in the discount rate |
|
( |
|
( |
|
amount capitalised to property, plant and equipment |
|
( |
|
( |
|
income recognised in income statement |
|
( |
|
( |
|
Decrease in the discount rate |
|
|
|
|
|
amount capitalised to property, plant and equipment |
|
|
|
|
|
expense recognised in income statement |
|
|
|
|
|
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.
|
|
|
2026 |
|
2025 |
|
for the year ended 30 June |
Note |
Rm |
Rm |
|||
Expected timing of future cash flows |
||||||
Within one year |
|
|
|
|
||
One to five years |
|
|
|
|
||
Five to ten years¹ |
|
|
|
|
||
More than ten years |
|
|||||
|
||||||
Short-term portion |
30 |
( |
( |
|||
Long-term provisions |
|
|||||
Estimated undiscounted obligation* |
|
|
|
| 1 | Relates largely to the rehabilitation of coal mining, oil and gas sites in South Africa and Mozambique. |
* |
The decrease is mainly attributable to changes in the long-term macroeconomic assumptions, specifically the downward revision of the long-term South African PPI assumption from |
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 R
Sasol Annual Financial Statements 2026 77
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.
Provisions are based on estimates of unscheduled closure cost at reporting date, applicable inflation and discount rates, and the expected date of mine closure, in order to determine the present value of the long-term environmental provisions.
Closure cost estimates are determined through the application of appropriate rehabilitation methods, using updated volumes and quantities at reporting date together with the latest unit rates for all activities included in the rehabilitation plan for each site. Unit rates, including plugging and abandonment of gas wells, are sourced both internally and from external consultants. Internal reviews incorporate these rates, adjusted for inflation and any necessary technical updates in line with changes in operational conditions or the passage of time.
Sasol Annual Financial Statements 2026 78
29 |
Long-term provisions continued |
The obligation to ensure that water management and treatment, remediation of soil and ground water contamination meet statutory requirements are incorporated in both the internal and external closure cost reviews. Costs relating to water treatments from expected date of decanting, where estimable, are discounted to the present value, and included in the environmental rehabilitation provisions.
To manage the risk of understatement of the environmental rehabilitation provisions, the undiscounted rehabilitation cost estimate is adjusted for;
| ● | Preliminaries and Generals (P&Gs): Indirect, project-support costs required to manage and execute rehabilitation activities, and |
| ● | Contingencies: Allowances for uncertain, unforeseen, or variable cost elements that cannot be estimated with precision at reporting date. |
30 |
Short-term provisions |
|
|
2026 |
|
2025 |
||
for the year ended 30 June |
Note |
Rm |
Rm |
|||
Emission rights |
|
|
|
|
|
|
Other provisions |
|
|
|
|
|
|
Short-term portion of |
|
|
|
|
||
long-term provisions |
|
29 |
|
|
|
|
post-retirement benefit obligations |
|
31 |
|
|
|
|
|
|
|
|
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.
Sasol Annual Financial Statements 2026 79
31 |
Post-retirement benefit obligations |
Non-current |
Current |
Total |
||||||||||||
|
2026 |
2025 |
|
2026 |
2025 |
2026 |
2025 |
|||||||
for the year ended 30 June |
Note |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Post-retirement healthcare obligations |
|
31.1 |
|
|
|
|
||||||||
South Africa |
|
|
|
|
|
|
|
|
|
|||||
United States of America |
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|||||||
Pension obligations |
|
31.2 |
|
|||||||||||
Foreign – post-retirement benefit obligation |
|
|
|
|
|
|
|
|
|
|||||
Total post-retirement benefit obligations |
|
|
|
|
|
|
|
|
|
|||||
Pension assets |
|
31.2 |
|
|
||||||||||
South Africa – post-retirement benefit asset |
|
|
( |
( |
|
— |
— |
( |
( |
|||||
Foreign – post-retirement benefit asset |
|
|
( |
( |
|
— |
— |
( |
( |
|||||
Total post-retirement benefit assets |
|
|
( |
( |
|
— |
— |
( |
( |
|||||
Net pension obligations |
|
|
|
|
|
|
|
|
|
|||||
|
|
Loss/(gain) recognised in the income |
|
Loss/(gain) recognised in other |
||||||||||
statement |
comprehensive income |
|||||||||||||
2026 |
2025 |
2024 |
2026 |
2025 |
2024 |
|||||||||
for the year ended 30 June |
|
Note |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
Post-retirement benefit obligations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Post-retirement healthcare obligations |
|
31.1 |
|
|
|
|
|
|
|
|
|
|
|
|
Pension benefits – projected benefit obligation |
|
31.2 |
|
|
|
|
|
|
|
|
|
|
|
|
Pension benefits – plan asset of funded obligation |
|
31.2 |
|
( |
|
( |
|
( |
|
( |
|
( |
|
( |
Interest on asset limitation |
|
|
|
— |
— |
— |
||||||||
Net movement on asset limitation and reimbursive right* |
|
— |
|
— |
|
— |
|
( |
|
( |
|
|
||
|
|
|
|
|
|
|
( |
|
( |
|
( |
|||
*Refer to note 31.2 for the asset not recognised due to asset limitation.
Sasol Annual Financial Statements 2026 80
31 |
Post-retirement benefit obligations continued |
The Group provides post-retirement medical and pension benefits to certain of its retirees, principally in South Africa, Europe and the United States of America. Generally, medical 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.
|
Healthcare benefits |
|
Pension benefits |
|
Last actuarial valuation – South Africa |
|
30 June 2026 |
|
31 March 2026 |
Last actuarial valuation – United States of America |
|
30 June 2026 |
|
30 June 2026 |
Last actuarial valuation – Europe |
|
n/a* |
|
30 April 2026 |
Full/interim valuation |
|
Full |
|
Full |
Valuation method adopted |
|
Projected unit credit |
|
Projected unit credit |
*Not applicable as there is no post-retirement healthcare obligation in Europe.
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 |
||||||||||
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
at valuation date |
% |
% |
% |
% |
% |
% |
||||||
Healthcare cost inflation |
|
|
|
n/a |
* |
n/a |
* |
n/a |
|
n/a |
||
Discount rate – post-retirement medical benefits |
|
|
|
|
|
n/a |
|
n/a |
||||
Discount rate – pension benefits |
|
|
|
|
|
|||||||
Pension increase assumption |
|
|
|
n/a |
** |
n/a |
** |
|
||||
Average salary increases |
|
|
|
|
||||||||
Weighted average duration of the obligation – post-retirement medical obligation |
|
|
|
|
|
n/a |
|
n/a |
||||
Weighted average duration of the obligation – pension obligation |
|
|
|
|
|
|||||||
|
||||||||||||
* |
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.
Sasol Annual Financial Statements 2026 81
31 |
Post-retirement benefit obligations continued |
31.1 |
Post-retirement healthcare obligations |
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 |
|||||||
2026 |
|
2025 |
2026 |
|
2025 |
2026 |
|
2025 |
|||||
for the year ended 30 June |
Rm |
Rm |
Rm |
Rm |
Rm |
Rm |
|||||||
Total post-retirement healthcare obligation at beginning of year |
|
|
|
|
|
|
|
|
|
|
|
|
|
Movements recognised in the income statement: |
|
|
|
|
|
( |
|
|
|
|
|
|
|
current service cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
past service cost* |
— |
— |
( |
— |
( |
— |
|||||||
interest cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
Actuarial losses/(gains) recognised in other comprehensive income: |
|
|
|
|
|
( |
|
( |
|
|
|
|
|
arising from changes in financial assumptions |
|
|
|
|
|
( |
|
— |
|
|
|
|
|
arising from changes in actuarial experience |
|
( |
|
( |
|
|
|
( |
|
( |
|
( |
|
Benefits paid |
|
( |
|
( |
|
( |
|
( |
|
( |
|
( |
|
Translation of foreign operations |
|
— |
|
— |
|
( |
|
( |
|
( |
|
( |
|
Total post-retirement healthcare obligation at end of year |
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
During the year, the Group amended the US post-retirement medical plan. The amendment resulted in a past service credit (negative past service cost) which was recognised in the income statement. |
The sensitivity analysis is performed in order to assess how the post-retirement healthcare obligation would be affected by changes in the key actuarial assumptions underpinning the calculation.
|
South Africa |
|
United States of America |
|
|||||
2026 |
|
2025 |
2026 |
|
2025 |
|
|||
for the year ended 30 June |
Rm |
Rm |
Rm |
Rm |
|
||||
1% point change in actuarial assumptions: |
|
|
|
|
|
|
|
|
|
Increase in the healthcare cost inflation |
|
|
|
|
|
— |
* |
— |
* |
Decrease in the healthcare cost inflation |
|
( |
|
( |
|
— |
* |
— |
* |
Increase in the discount rate |
|
( |
|
( |
|
( |
|
( |
|
Decrease in the discount rate |
|
|
|
|
|
|
|
|
|
* |
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.
Sasol Annual Financial Statements 2026 82
31 |
Post-retirement benefit obligations continued |
31.1 |
Post-retirement healthcare obligations continued |
Healthcare cost inflation risk
Healthcare cost inflation is consumer price index inflation plus
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
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 2026 are
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.
Sasol Annual Financial Statements 2026 83
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 |
||||||||
|
2026 |
2025 |
2026 |
2025 |
|||||
at 30 June |
|
% |
|
% |
|
% |
|
% |
|
Equities |
|
|
|
|
|||||
resources |
|
|
|
|
|
|
|
|
|
industrials |
|
|
|
|
|
|
|
|
|
consumer discretionary |
|
|
|
|
|
|
|
|
|
consumer staples |
|
|
|
|
|
|
|
|
|
healthcare |
|
|
|
|
|
|
|
|
|
information technologies |
|
|
|
|
|
|
|
|
|
telecommunications |
|
|
|
|
|
|
|
|
|
utilities |
|
|
— |
— |
|||||
financials (ex real estate) |
|
|
|
|
|
|
|
|
|
Fixed interest |
|
|
|
|
|
|
|
|
|
Direct property |
|
|
|
|
|
|
|
|
|
Listed property |
|
|
|
|
|
— |
|
— |
|
Cash and cash equivalents |
|
|
|
|
|
— |
|
— |
|
Third party managed assets |
|
|
|
|
|
— |
|
— |
|
Other |
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
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.
Sasol Annual Financial Statements 2026 84
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 |
|
|
|
|
|
— |
|
|
foreign |
|
|
|
|
|
— |
|
|
Fixed interest |
|
|
|
|
|
— |
|
|
Property |
|
|
|
|
|
— |
|
|
Other |
|
— |
|
|
|
— |
|
|
| 1 |
Members of the defined contribution scheme have a choice of |
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 |
|
|||||||||||
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|||
for the year ended 30 June |
Rm |
Rm |
Rm |
Rm |
Rm |
Rm |
||||||||
Projected benefit obligation (funded) |
|
|
|
|
|
|
||||||||
defined benefit portion |
|
|
|
|
|
|
|
|
|
|
|
|
||
defined benefit option for defined contribution members |
|
|
|
|
|
— |
|
— |
|
|
|
|
||
Plan assets |
|
( |
|
( |
|
( |
|
( |
|
( |
|
( |
||
defined benefit portion |
|
( |
|
( |
|
( |
|
( |
|
( |
|
( |
||
defined benefit option for defined contribution members |
|
|
|
( |
|
— |
|
— |
|
|
|
( |
||
Projected benefit obligation (unfunded) |
|
— |
|
— |
|
|
|
|
|
|
|
|
||
Asset not recognised due to asset limitation |
|
|
|
|
|
— |
|
— |
|
|
|
|
||
Net liability/(asset) recognised |
|
( |
|
( |
|
|
|
|
|
|
|
|
||
Sasol Annual Financial Statements 2026 85
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 amounts to approximately R
Investment risk
The actuarial valuation assumes certain asset returns on invested assets. If actual returns on plan assets are below the assumption, this may lead to a strain on the fund, which, over time, may lead to a plan deficit. In order to mitigate the concentration risk, the fund assets are invested across equity securities, property securities and debt securities. Given the long-term nature of the obligations, it is considered appropriate that investment is made in equities and real estate to improve the return generated by the fund. These may result in improved pension benefits to members.
Pension increase risk
Benefits in these plans are to some extent linked to inflation so increased inflation levels represent a risk that could increase the cost of paying the funds committed to benefits. This risk is mitigated as pension benefits are subject to affordability.
Discount rate risk
The discount rate is derived from prevailing bond yields. A decrease in the discount rate used will increase the obligation of the plan.
Other
Changes in other assumptions used could also affect the measured liabilities. There is also a regulatory risk as well as foreign funds under the jurisdiction of other countries. To the extent that governments can change the regulatory frameworks, there may be a risk that minimum benefits or minimum pension increases may be instituted, increasing the associated cost for the fund.
Sasol Annual Financial Statements 2026 86
31 |
Post-retirement benefit obligations continued |
31.2 |
Pension benefits continued |
Reconciliation of projected benefit obligation
South Africa |
Foreign |
Total |
|
|||||||||||
2026 |
2025 |
2026 |
2025 |
2026 |
2025 |
|
||||||||
for the year ended 30 June |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
|
Projected benefit obligation at beginning of year |
|
|
|
|
|
|
|
|
|
|
|
|
||
Movements recognised in income statement: |
|
|
|
|
|
|
|
|
|
|
|
|
||
current service cost |
|
|
|
|
|
|
|
|
|
|
|
|
||
interest cost |
|
|
|
|
|
|
|
|
|
|
|
|
||
Actuarial losses/(gains) recognised in other comprehensive income: |
|
|
|
|
|
( |
|
( |
|
|
|
|
||
arising from changes in financial assumptions |
|
|
|
|
|
( |
|
( |
|
|
|
|
||
arising from change in actuarial experience |
|
|
|
( |
|
( |
|
( |
|
|
|
( |
||
Member contributions |
|
|
|
|
|
— |
|
— |
|
|
|
|
||
Benefits paid |
|
( |
|
( |
|
( |
|
( |
|
( |
|
( |
||
Translation of foreign operations |
|
— |
|
— |
|
( |
|
|
|
( |
|
|
||
Projected benefit obligation at end of year |
|
|
|
|
|
|
|
|
|
|
|
|
||
unfunded obligation¹ |
|
— |
|
— |
|
|
|
|
|
|
|
|
||
funded obligation |
|
|
|
|
|
|
|
|
|
|
|
|
||
| 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 R |
Sasol Annual Financial Statements 2026 87
31 |
Post-retirement benefit obligations continued |
31.2 |
Pension benefits continued |
Reconciliation of plan assets of funded obligation
South Africa |
Foreign |
Total |
|
|||||||||||
2026 |
2025 |
2026 |
2025 |
2026 |
2025 |
|
||||||||
for the year ended 30 June |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
|
Fair value of plan assets at beginning of year |
|
|
|
|
|
|
|
|
|
|
|
|
||
Movements recognised in income statement: |
|
|
|
|
|
|
|
|
|
|
|
|
||
interest income |
|
|
|
|
|
|
|
|
|
|
|
|
||
Actuarial (losses)/gains recognised in other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
||
arising from return on plan assets (excluding interest income) |
|
|
|
|
|
|
|
|
|
|
|
|
||
Plan participant contributions¹ |
|
|
|
|
|
— |
|
— |
|
|
|
|
||
Employer contributions¹ |
|
|
|
|
|
|
|
|
|
|
|
|
||
Benefit payments |
|
( |
|
( |
|
( |
|
( |
|
( |
|
( |
||
Translation of foreign operations |
|
— |
|
— |
|
( |
|
( |
|
( |
|
( |
||
Fair value of plan assets at end of year |
|
|
|
|
|
|
|
|
|
|
|
|
||
Actual return on plan assets |
|
|
|
|
|
|
|
|
|
|
|
|
||
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 2027 financial year.
|
South Africa |
|
Foreign |
|
Rm |
Rm |
|||
Pension contributions |
|
|
|
Sensitivity analysis
A sensitivity analysis is performed in order to assess how the post-retirement pension obligation would be affected by changes in the key actuarial assumptions underpinning the calculation.
South Africa |
Foreign |
|
|||||||
2026 |
2025 |
2026 |
2025 |
|
|||||
for the year ended 30 June |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
1% point change in actuarial assumptions |
|
|
|
|
|
|
|
|
|
Increase in average salaries increase assumption |
|
|
|
|
|
|
|
|
|
Decrease in average salaries increase assumption |
|
( |
|
( |
|
( |
|
( |
|
Increase in the discount rate |
|
( |
|
( |
|
( |
|
( |
|
Decrease in the discount rate |
|
|
|
|
|
|
|
|
|
Increase in the pension increase assumption |
|
|
|
|
|
|
* |
|
* |
Decrease in the pension increase assumption |
|
( |
|
( |
|
( |
* |
( |
* |
* |
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.
Sasol Annual Financial Statements 2026 88
31 |
Post-retirement benefit obligations continued |
31.2 |
Pension benefits continued |
Accounting policies:
The Group 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.
Sasol Annual Financial Statements 2026 89
RESERVES
32 |
Share-based payment reserve |
2026 |
2025 |
2024 |
|||||||
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 |
|
|
|
|
|
|
|
Sasol Khanyisa Employee Share Ownership Plan (ESOP): Tier 2 – Qualifying employees |
32.2 |
|
|
|
|||||
Equity-settled – recognised directly in equity |
|
|
|
|
|
|
|
||
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, the Southern African breakeven oil price, the International Chemicals EBITDA margin, net debt reduction and a 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 corporate performance targets (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
Sasol Annual Financial Statements 2026 90
32 |
Share-based payment reserve continued |
32.1 |
Sasol 2022 Long-term incentive plan continued |
The maximum number of shares issued under the 2022 plan may not exceed
On 20 August 2025, the Remuneration Committee approved the once-off settlement to a maximum of R
|
2026 |
|
2025 |
|
2024 |
|
for the year ended 30 June |
Rm |
Rm |
Rm |
|||
Cash settled share-based payment liability |
||||||
During the year, the following share-based payment expense was reclassified from an equity-settled to a cash-settled share-based payment scheme: |
|
|
|
|
|
|
Liability raised¹ |
|
|
|
— |
|
— |
Liability paid |
|
( |
|
— |
|
— |
Closing Balance of cash-settled share-based payment liability |
|
— |
|
— |
|
— |
| 1 |
The final number of shares to be settled in cash could only be determined once employees had elected whether to sell their shares upon vesting. Accordingly, at the modification date of 20 August 2025, the cash-settled portion was estimated based on the expected elections, subject to the R |
Weighted average |
||||
Number of |
fair value |
|||
Movements in the number of cash settled incentives |
|
incentives |
|
Rand |
Balance at 30 June 2025 |
— |
— |
||
LTIs reclassified to a cash-settled share-based payment** |
|
|||
LTIs exercised |
|
( |
|
|
Effect of CPTs and LTIs forfeited |
|
( |
|
|
Balance at 30 June 2026* |
|
— |
|
— |
| * |
|
**Weighted average fair value at modification date on 20 August 2025.
Sasol Annual Financial Statements 2026 91
32 |
Share-based payment reserve continued |
32.1 |
Sasol 2022 Long-term incentive plan continued |
|
|
Weighted average |
||
Number of |
fair value |
|||
Movements in the number of equity incentives outstanding |
incentives |
Rand |
||
Balance at 30 June 2024* |
|
|
|
|
LTIs granted |
|
|
|
|
LTIs exercised |
|
( |
|
|
Effect of CPTs and LTIs forfeited |
|
( |
|
|
Balance at 30 June 2025* |
|
|
|
|
LTIs granted |
|
|
|
|
LTIs exercised |
( |
|||
LTIs reclassified to a cash-settled share-based payment** |
|
( |
|
|
Effect of CPTs and LTIs forfeited |
|
( |
|
|
Balance at 30 June 2026* |
|
|
|
* |
The incentives outstanding as at 30 June 2026 have a weighted average remaining vesting period of years (30 June 2025: years). The exercise price of these options is R |
** |
Weighted average fair value at grant date on 6 September 2022. |
2026 |
2025 |
|||
for year ended 30 June |
|
Rand |
|
Rand |
Average weighted market price of Equity Settled LTIs vested |
|
|
Average fair value of incentives granted |
|
|
2026 |
|
2025 |
|
Model |
|
Monte-Carlo |
|
Monte-Carlo |
||
Risk-free interest rate – Rand |
|
(%) |
|
|
||
Risk-free interest rate – US$ |
|
(%) |
|
|
||
Expected volatility |
|
(%) |
|
|
||
Expected dividend yield |
|
(%) |
|
|
||
Expected forfeiture rate |
|
(%) |
|
|
||
Expected vesting percentage |
(%) |
|||||
Vesting period – top management |
|
|
||||
Vesting period – all other participants |
|
|
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.
Sasol Annual Financial Statements 2026 92
32 |
Share-based payment reserve continued |
32.1 |
Sasol 2022 Long-term incentive plan continued |
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.
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
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.
Remaining component 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
The Tier 2 options have a staggered vesting period with portions vesting from
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.
Sasol Annual Financial Statements 2026 93
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 are 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
| ● | 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. |
Sasol Annual Financial Statements 2026 94
Sasol Annual Financial Statements 2026 95
OTHER DISCLOSURES
33 |
Contingent liabilities |
33.1 |
Litigation |
Sasol Oil (Pty) Ltd/SFT Energy (Pty) Ltd Claim
Sasol Oil entered into an agreement for the supply of various product grades with SFT Energy. The duration of the agreement was 6 months, from July 2023 to December 2023. Sasol Oil agreed to supply ULP95, ULP93, Diesel and Illuminating Paraffin to SFT Energy. However, the claim from SFT Energy is only in relation to the supply of Diesel. As part of the agreement, a particular volume of Diesel to be supplied by Sasol Oil was agreed with SFT Energy.
SFT Energy has served two summonses on Sasol Oil, each with their distinct cause of action:
Claim 1
SFT Energy alleges that Sasol Oil breached the agreement in that for each month during the duration of the agreement, they placed Diesel orders and Sasol Oil reduced the volumes of supply without prior notice to them. In addition SFT Energy alleges that Sasol Oil failed to formally notify SFT Energy of the events which resulted in Sasol Oil’s inability to supply the Diesel as required in terms of the agreement.
Based on the alleged breach of the supply agreement SFT Energy is claiming damages of R
Sasol Oil is defending the claim and the matter is ongoing.
Claim 2
In terms of the second claim, SFT Energy is claiming damages of R
Sasol Oil is defending the matter and is challenging the adequacy of SFT’s particulars of claim on the basis that they do not disclose a cause of action. SFT opposed the application. The matter is ongoing.
It should be noted that the claims from SFT Energy are consequential/indirect in nature and the agreement has a limitation of liability clause which limits all claims in terms of the agreement only to direct damages.
Sasol Annual Financial Statements 2026 96
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 gas 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 2021 NERSA MGP decision.
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 in 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, which application was granted on 2 June 2025. The appeal will now proceed to the Supreme Court of Appeal 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 2026.
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). 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) and the Constitutional Court dismissed the Sasol Gas application for leave to appeal the decision of the CAC. 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 referral has closed. The parties are exchanging pleadings in relation to NERSA’s application to intervene in the referral. No hearing date has been set for the intervention application or the referral.
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.
Sasol Annual Financial Statements 2026 97
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 2026 was R
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 is 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.
Except for the Group’s interests in joint ventures and associates, there are
Sasol Annual Financial Statements 2026 98
34 |
Related party 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 Baloyi4 |
|
WP Bruns4,5 |
|
VD Kahla |
|
HA Rossouw6 |
|||||||||
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
Executive Directors |
|
R’000 |
|
R’000 |
|
R’000 |
|
R’000 |
|
R’000 |
|
R’000 |
|
R’000 |
|
R’000 |
Salary |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
Risk and Retirement funding |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
Vehicle benefit |
|
|
|
|
|
— |
— |
|
— |
|
— |
|
— |
|
— |
|
Healthcare |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
— |
|
Other benefits1 |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
— |
|
Total salary and benefits |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
Annual short-term incentive2 |
|
|
|
|
|
|
— |
— |
||||||||
Long-term incentive gains3 |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
— |
|
Total annual remuneration* |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
*The total annual remuneration of the executive directors for 2024 was R
| 1 | Other Benefits include security services, long service awards, private travel and other once off costs on which fringe benefit tax is levied where required. |
| 2 |
Short-term incentives approved based on the Group results for 2026 and payable in the 2027 financial year. Incentives are calculated as a percentage of total guaranteed package/base salary as at 30 June 2026 x role category % x [(Group STI achievement x |
| 3 |
Long-term incentives gains for 2026 includes the Renewable energy (RE) grant awards made during financial year 2021 (where measurement was postponed to a day no later than 31 December 2026), the annual and retention (Mr Bruns) awards made in August 2023 and EVP Restricted (RLTI) award made in September 2021. The illustrative amount is calculated in terms of the number of LTIs x Corporate performance target achieved where relevant (RLTI and RE: |
| 4 | The Remuneration Committee approved market-related salary adjustments, where appropriate and in line with the Policy, in addition to annual salary increases, to support the continued competitiveness of the Group’s remuneration structure. |
| 5 | Mr Bruns was appointed as CFO from 1 September 2024. The disclosed prior year remuneration is thus apportioned. |
| 6 | Mr Rossouw stepped down as executive director and CFO effective 31 August 2024. All unvested LTIs were forfeited upon his resignation. |
Sasol Annual Financial Statements 2026 99
34 |
Related party continued |
34.2Key management remuneration continued
Executive directors’ unvested LTI holdings (number and intrinsic value) for 2026 | ||||||||||||
|
S Baloyi |
|
WP Bruns |
VD Kahla |
||||||||
|
|
Intrinsic |
|
Intrinsic |
|
Intrinsic |
||||||
Number |
value1 |
Number |
|
value1 |
|
Number |
|
value1 |
||||
Executive Directors |
|
|
R’000 |
|
R’000 |
|
R’000 |
|||||
Balance at beginning of the year* |
|
|
|
|
|
|
|
|
|
|
||
Awards granted2 |
|
|
|
|
|
|
|
|
|
|
||
Change in value1 |
|
— |
|
|
|
— |
|
— |
|
|
||
Effect of corporate performance targets |
|
( |
|
( |
|
( |
( |
( |
|
( |
||
Dividend equivalents |
|
|
|
|
|
|
|
|
|
|
||
Awards settled3 |
|
( |
|
( |
|
( |
( |
( |
|
( |
||
Balance at the end of the year4 |
|
|
|
|
|
|
|
|
|
|
||
*The total intrinsic value of the executive directors' unvested LTI holdings for 2024 was R
| 1 | Intrinsic values at the beginning and end of the year have been determined using the closing price of: |
30 June 2026 R
30 June 2025 R
Change in intrinsic value for the year results from changes in the share price.
| 2 | LTIs granted on 8 September 2025. |
| 3 |
Long-term incentives settled represent long-term incentives that vested with reference to the group results for 2025 that was settled in the 2026 financial year. The full amount of the remaining |
| 4 |
The balance includes |
Sasol Annual Financial Statements 2026 100
34 |
Related party continued |
34.2Key management remuneration continued
Prescribed Officers’ remuneration and benefits
V Bester4 |
AGM Gerber5 |
C Herrmann5,6 |
AT Makgala7 |
|||||||||||||
2026 |
2025 |
2026 |
2025 |
2026 |
2025 |
2026 |
2025 |
|||||||||
Prescribed Officers |
|
R’000 |
|
R’000 |
|
R’000 |
|
R’000 |
|
R’000 |
|
R’000 |
|
R’000 |
|
R’000 |
Salary |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
Risk and Retirement funding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
Vehicle benefit |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
— |
|
— |
Healthcare |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
Other benefits1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
Total salary and benefits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
Annual short-term incentive2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
Long-term incentive gains3 |
|
|
|
|
|
— |
|
— |
|
|
|
|
|
— |
|
— |
Total annual remuneration* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
*The total annual remuneration of the prescribed officers for 2024 was R
| 1 | Other Benefits include security services, long service awards, private travel and other once off costs on which fringe benefit tax is levied where required. |
| 2 |
Short-term incentives approved based on the Group results for 2026 and payable in the 2027 financial year. Incentives are calculated as a percentage of total guaranteed package/base salary as at 30 June 2026 x role category % x [(Group STI achievement x |
| 3 |
Long-term incentives gains for 2026 includes the Renewable energy (RE) grant awards made during financial year 2021 (where measurement was postponed to a day no later than 31 December 2026), the annual and on-appointment awards made in 2023 and EVP Restricted (RLTI) award made in September 2021. The illustrative amount is calculated in terms of the number of LTIs x Corporate performance target achieved where relevant (RLTI and RE: |
| 4 | The Remuneration Committee approved market-related salary adjustments, where appropriate and in line with the Policy, in addition to annual salary increases, to support the continued competitiveness of the Group's remuneration structure. |
| 5 | Ms Gerber and Mr Herrmann are employed on German employment contracts and paid in Euros. The conversion to Rand has been done using the monthly average of daily closing rates. |
| 6 | Expatriate benefits in South Africa are offered and grossed up as appropriate. Other Benefits include accommodation, home leave allowance and transportation offered under the Expatriation policy. |
| 7 |
Ms Makgala was appointed as EVP: People, SHE, Risk and Corporate Affairs on 1 October 2025. Other Benefits include a staggered buy-out arrangement in respect of incentives forfeited (R |
Sasol Annual Financial Statements 2026 101
34 |
Related party continued |
34.2Key management remuneration continued
CK Mokoena4 |
SD Pillay5 |
S Siyaya6 |
H Wenhold7 |
|||||||||||||
2026 |
2025 |
2026 |
2025 |
2026 |
2025 |
2026 |
2025 |
|||||||||
Prescribed Officers |
|
R'000 |
|
R'000 |
|
R’000 |
|
R’000 |
|
R’000 |
|
R’000 |
|
R’000 |
|
R’000 |
Salary |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
Risk and Retirement funding |
|
— |
|
|
|
|
|
|
|
|
|
— |
|
— |
|
|
Vehicle benefit |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
— |
|
— |
Healthcare |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
Other benefits1 |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
Total salary and benefits |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
Annual short-term incentive2 |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
Long-term incentive gains3 |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
Total annual remuneration* |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
*The total annual remuneration of the prescribed officers for 2024 was R
| 1 | Other Benefits include security services, long service awards, private travel and other once off costs on which fringe benefit tax is levied where required. |
| 2 |
Short-term incentives approved based on the Group results for 2026 and payable in the 2027 financial year. Incentives are calculated as a percentage of total guaranteed package/base salary as at 30 June 2026 x role category % x [(Group STI achievement x |
| 3 |
Long-term incentives gains for 2026 includes the Renewable energy (RE) grant awards made during financial year 2021 (where measurement was postponed to a day no later than 31 December 2026), the annual and on-appointment awards made in 2023 and EVP Restricted (RLTI) award made in September 2021. The illustrative amount is calculated in terms of the number of LTIs x Corporate performance target achieved where relevant (RLTI and RE: |
| 4 | Ms Mokoena stepped down as prescribed officer on 30 September 2025 after reaching the Sasol retirement age for group executives. |
| 5 | The Remuneration Committee approved market-related salary adjustments, where appropriate and in line with the Policy, in addition to annual salary increases, to support the continued competitiveness of the Group's remuneration structure. |
| 6 | Mr Siyaya was appointed as EVP: Mining on 1 September 2025. Remuneration is disclosed for the period since appointment. |
| 7 | Mr Wenhold stepped down as a prescribed officer on 31 August 2025 after reaching the Sasol retirement age for group executives. |
Sasol Annual Financial Statements 2026 102
34 |
Related party continued |
34.2Key management remuneration continued
Prescribed Officers’ unvested LTI holdings (number and intrinsic value) for 2026
V Bester |
AGM Gerber |
C Herrmann |
AT Makgala5 |
|||||||||||||
Intrinsic |
Intrinsic |
Intrinsic |
Intrinsic |
|||||||||||||
Number |
value1 |
Number |
value1 |
Number |
value1 |
Number |
value1 |
|||||||||
Prescribed Officers |
|
|
R'000 |
|
|
US$’000 |
|
|
US$'000 |
|
|
R’000 |
||||
Balance at beginning of the year* |
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
— |
Awards granted2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in value1 |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Effect of corporate performance targets |
|
( |
|
( |
|
— |
|
— |
|
( |
|
( |
|
— |
|
— |
Dividend equivalents |
|
|
|
|
|
— |
|
— |
|
|
|
|
|
— |
|
— |
Awards settled3 |
|
( |
|
( |
|
— |
|
— |
|
( |
|
( |
|
— |
|
— |
Balance at the end of the year4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*The total intrinsic value of the prescribed officers' unvested LTI holdings for 2024 was R
| 1 | Intrinsic values at the beginning and end of the year have been determined using the closing price of: |
30 June 2026 R
30 June 2025 R
Change in intrinsic value for the year results from changes in the share price.
| 2 | LTIs granted on 8 September 2025 and 28 November 2025. |
| 3 |
Long-term incentives settled represent long-term incentives that vested with reference to the group results for 2025 that was settled in the 2026 financial year. The full amount of the remaining |
| 4 |
The balance includes |
| 5 | Ms Makgala was appointed on 1 October 2025 as EVP: People, SHE, Risk and Corporate Affairs. |
Sasol Annual Financial Statements 2026 103
34 |
Related party continued |
34.2Key management remuneration continued
|
CK Mokoena5 |
|
S Pillay |
S Siyaya6 |
|
H Wenhold7 |
||||||||||
|
Number |
|
Intrinsic value1 |
|
Number |
|
Intrinsic value1 |
|
Number |
|
Intrinsic value1 |
|
Number |
|
Intrinsic value1 |
|
Prescribed Officers |
R’000 |
R’000 |
|
|
R’000 |
|
|
R’000 |
||||||||
Balance at beginning of the year* |
|
|
|
|
|
|
|
— |
|
— |
|
|
|
|
||
Awards granted2 |
|
— |
|
— |
|
|
|
|
|
|
|
— |
|
— |
||
Change in value1 |
|
— |
|
|
|
— |
|
— |
|
|
|
— |
|
|
||
Effect of corporate performance targets |
|
— |
|
— |
|
( |
( |
( |
|
( |
|
— |
|
— |
||
Dividend equivalents |
|
— |
|
— |
|
|
|
|
|
|
|
— |
|
— |
||
Awards settled3 |
|
— |
|
— |
|
( |
( |
( |
|
( |
|
— |
|
— |
||
Effect of changes in Prescribed Officers |
( |
( |
— |
— |
|
|
( |
( |
||||||||
Balance at the end of the year4 |
|
— |
|
— |
|
|
|
|
|
|
|
— |
|
— |
||
*The total intrinsic value of the prescribed officers' unvested LTI holdings for 2024 was R
| 1 | Intrinsic values at the beginning and end of the year have been determined using the closing price of: |
30 June 2026 R
30 June 2025 R
Change in intrinsic value for the year results from changes in the share price.
| 2 | LTIs granted on 8 September 2025 and 28 November 2025. |
| 3 |
Long-term incentives settled represent long-term incentives that vested with reference to the group results for 2025 that was settled in the 2026 financial year. The full amount of the remaining |
| 4 |
The balance includes |
| 5 | Ms Mokoena resigned from Sasol on 30 September 2025. |
| 6 | Mr Siyaya was appointed on 1 September 2025 as EVP: Mining. |
| 7 | Mr Wenhold resigned from Sasol on 30 August 2025. |
Sasol Annual Financial Statements 2026 104
34 |
Related party continued |
34.2Key management remuneration continued
The total IFRS 2 charge for the year for LTI’s awarded to the Executive Directors and the Prescribed Officers in 2026 amounted to R
Non-executive Directors’ remuneration
|
|
|
|
|
|
|
|
|
|
|
Lead |
||||||||||
Board |
independent |
|||||||||
meeting |
Director |
Committee |
Total1 |
Total1 |
||||||
fees2 |
fees2 |
fees2 |
2026 |
2025 |
||||||
Non-executive Directors |
R'000 |
R'000 |
R'000 |
R'000 |
R'000 |
|||||
MBN Dube (Chairman) |
|
|
|
— |
|
— |
|
|
|
|
M Flöel (Lead Independent Director)3 |
|
|
|
|
|
|
|
|
|
|
KC Harper4 |
|
|
|
— |
|
|
|
|
|
|
DGP Eyton5 |
|
|
|
— |
|
|
|
|
|
|
MJ Cuambe6 |
|
|
|
— |
|
|
|
|
|
|
GMB Kennealy |
|
|
|
— |
|
|
|
|
|
|
S Subramoney |
|
|
|
— |
|
|
|
|
|
|
NX Maluleke7 |
|
— |
|
|
— |
|||||
R Gasant8 |
|
— |
|
|
— |
|||||
TJ Cumming9 |
— |
— |
— |
— |
|
|||||
NNA Matyumza10 |
— |
— |
— |
— |
|
|||||
MEK Nkeli11 |
|
— |
|
— |
|
— |
|
— |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
| 1 | Fees exclude VAT. |
| 2 | Board and Committee fees are denominated in US dollars and are therefore subject to fluctuations in foreign exchange rates. For Non-Executive Directors permanently resident outside Europe, the United Kingdom and North America, the Rand/US$ exchange rate applicable to Board and Committee fees was fixed for the first half of 2026 using the average exchange rate for the period July 2023 to December 2024. The exchange rate applicable to the second half of 2026 was fixed using the average exchange rate for the period July 2024 to December 2025. In addition, a cost-of-living adjustment is applied to the fees of these directors. |
To reduce the impact of currency volatility on Non-Executive Directors permanently resident in Europe, the United Kingdom and North America, the US$/EUR and US$/GBP exchange rates applicable to Board and Committee fees were fixed for quarter 2, quarter 3 and quarter 4 using the prevailing average exchange rates at the time the fees were approved. The approved fee values were thereafter converted to US dollars for payment.
| 3 | Dr Flöel was appointed as Remuneration Committee Chairman and stepped down from the Capital Investment Committee Chairman role, effective 6 June 2025 while remaining a member of Capital Investment Committee. |
Sasol Annual Financial Statements 2026 105
34 |
Related party continued |
34.2Key management remuneration continued
| 4 | Ms Harper resigned from the Board on 16 February 2026 and received pro rated Board and Committee fees for quarter 3. |
| 5 | Mr Eyton stepped down as a member of the Audit and Risk Committee, effective 1 June 2026 and received pro rated committee fees for quarter 4. |
| 6 | Mr Cuambe was appointed as the Chairman of the Capital Investment Committee, on 6 June 2025. He stepped down as a member of the Safety, Social and Ethics Committee on 22 August 2025 and received pro rated committee fees for quarter 1. |
| 7 | Ms Maluleke was appointed to the Board effective 9 June 2025, received Sasol Limited Board fees from 1 July 2025, and was appointed to the Audit and Risk, and Safety, Social and Ethics Committees, on 22 August 2025. |
| 8 | Mr Gasant was appointed to the Board on 1 February 2026 and received a pro-rated Board fee. He was appointed to the Audit and Risk Committee and the Remuneration Committee on 1 June 2026 and received pro rated committee fee payments. |
| 9 | Mr Cumming resigned from the Board on 6 June 2025. |
| 10 | Ms Matyumza retired from the Board on 8 September 2024. |
| 11 | Ms Nkeli retired from the Board on 31 August 2024. |
Sasol Annual Financial Statements 2026 106
35 |
Financial risk management and financial instruments |
35.1Financial 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.
The carrying values of the long-term restricted cash, cash and cash equivalents, trade and other receivables, short-term debt and bank overdrafts, and trade and other payables are considered to be a reasonable approximation of their fair values.
|
|
Carrying |
|
|
Carrying |
|
|
|||||
value |
Fair value |
value |
Fair value |
Fair value |
||||||||
2026 |
2026 |
2025 |
2025 |
hierarchy |
||||||||
Financial instrument |
Note |
Rm |
Rm |
Rm |
Rm |
of inputs |
||||||
Financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
At amortised cost |
|
|
|
|
|
|
|
|
|
|
|
|
Long-term restricted cash4 |
|
|
|
|
|
|
|
|
|
|
|
|
Long-term receivables |
|
17 |
|
|
|
|
|
|
|
|
|
Level 31 |
Trade and other receivables |
|
22 |
|
|
|
|
|
|
|
|||
Cash and cash equivalents |
|
25 |
|
|
|
|
|
|
|
|
|
|
At fair value through profit or loss |
|
|
|
|
|
|
|
|
||||
Long-term and short-term financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
Commodity and currency derivative assets |
|
|
|
|
|
|
|
|
|
|
|
Level 2 |
Oxygen supply contract embedded derivative assets |
|
|
|
|
|
|
|
|
|
|
|
Level 3 |
Other short-term investments |
|
|
|
|
Level 1 |
|||||||
Other long-term investments4 |
|
|
|
|
Level 12 |
|||||||
Other receivables |
22 |
|
|
|
|
Level 37 |
||||||
Designated at fair value through other comprehensive income |
|
|
|
|
|
|
|
|
||||
Investments in unlisted securities4 |
|
|
|
|
|
|
|
|
|
|
Level 33 |
|
Financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
At amortised cost |
|
|
|
|
|
|
|
|
|
|
|
|
Total long-term debt |
|
13 |
|
|
|
|
|
|
|
|
|
|
Listed long-term debt (US$ bonds)8 |
|
|
|
|
|
|
|
|
|
|
|
Level 12 |
Listed long-term debt (Rand bonds)5 |
|
|
|
|
Level 22 |
|||||||
Listed convertible bonds |
|
|
|
|
Level 36 |
|||||||
Unlisted long-term debt5 |
|
|
|
|
|
|
|
|
|
|
|
Level 31 |
Short-term debt and bank overdraft |
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other payables |
|
23 |
|
|
|
|
|
|
|
|
|
|
At fair value through profit or loss |
|
|
|
|
|
|
|
|
||||
Long-term and short-term financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Commodity and currency derivative liabilities |
|
|
|
|
|
|
|
|
|
|
|
Level 2 |
Convertible bond embedded derivative liability |
|
|
|
|
|
|
|
|
|
|
|
Level 3 |
Oxygen supply contract embedded derivative liabilities |
|
|
|
— |
|
— |
|
|
|
|
|
Level 3 |
| 1 | Determined with a discounted cash flow model using market related interest rates and credit risk spreads where applicable. |
Sasol Annual Financial Statements 2026 107
35 |
Financial risk management and financial instruments continued |
35.1Financial instruments classification and fair value measurement continued
| 2 | Based on quoted market price for the same instrument. The Rand bonds have been classified as a level 2 fair value measurement due to the relatively low level of liquidity in the debt market. |
| 3 | 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 discount rate. |
| 4 | Presented as part of Other long-term investments in the Statement of financial position. |
| 5 | Carrying value includes unamortised loan costs. |
| 6 | 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. |
| 7 | The fair value of the contingent consideration receivable was determined by calculating the present value of the expected cash flows using a WACC rate that was adjusted for the Uzbekistan country risk premium. |
| 8 |
A 2033 US$ bond of US$ |
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.
Other receivable - Contingent consideration from disposal of Uzbekistan GTL LLC
The other receivable is measured at fair value through profit or loss. The fair value at 30 June 2026 was R
|
2026 |
|
2025 |
|
for the year ended 30 June |
|
Rm |
|
Rm |
Balance at the beginning of the year |
|
|
— |
|
Amounts recognised in remeasurement items affecting operating income |
— |
|
||
Proceeds on disposals of equity accounted investments* |
( |
— |
||
Translation losses recognised in other operating expenses and income |
( |
|
— |
|
Balance at the end of the year |
|
|
|
|
*Payment received on 30 June 2026 relating to contingent consideration from the Uzbekistan GTL LLC disposal.
Sasol Annual Financial Statements 2026 108
35 |
Financial risk management and financial instruments continued |
35.1Financial instruments classification and fair value measurement continued
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.
Oxygen supply contract embedded derivative assets and liabilities
Relates to the US labour and inflation index and Rand/US$ 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:
|
2026 |
|
2025 |
|
for the year ended 30 June |
Rm |
Rm |
||
Balance at the beginning of the year |
|
|
|
( |
Amounts settled during the year |
( |
( |
||
Realised fair value gain recognised in other operating expenses and income |
|
— |
||
Unrealised fair value gain recognised in other expenses and income in operating profit |
|
|
||
Balance at the end of the year |
|
|
|
|
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 |
||||||||
Inputs |
Change |
2026 |
2025 |
|||||
Input |
|
applied |
|
in input |
|
Rm |
|
Rm |
Rand/US$ Spot price |
R |
+R |
( |
( |
||||
|
(2025: R |
-R1/US$ |
|
|
|
|
||
US$ Swap curve |
|
+ |
|
|
|
|||
|
(2025: |
- |
( |
|
( |
|||
Rand Swap curve |
|
+ |
( |
|
( |
|||
|
(2025: |
- |
|
|
|
|||
Convertible bond embedded derivative liability
Relates to the embedded derivative contained in the US$
|
2026 |
|
2025 |
|
for the year ended 30 June |
Rm |
Rm |
||
Balance at the beginning of the year |
|
|
|
|
Unrealised fair value loss/(gain) recognised in other expenses and income in operating profit |
|
|
|
( |
Translation of foreign operations |
|
( |
|
— |
Balance at the end of the year |
|
|
|
|
Sasol Annual Financial Statements 2026 109
35 |
Financial risk management and financial instruments continued |
35.1Financial instruments classification and fair value measurement continued
The embedded derivative was valued using quoted bond market prices and binomial tree approach. Significant inputs include conversion price (US$
Increase/(decrease) in |
||||||||
profit or loss |
||||||||
Inputs |
Change |
2026 |
2025 |
|||||
Input |
|
applied |
|
in input |
|
Rm |
|
Rm |
Credit spread |
|
+ |
( |
|
( |
|||
|
(2025: |
- |
|
|
|
|||
Calibrated volatility |
+ |
% |
( |
( |
||||
(2025: |
- |
% |
|
|
||||
* |
A |
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).
35.2 |
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 GEC 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.
Sasol Annual Financial Statements 2026 110
35 |
Financial risk management and financial instruments continued |
35.2 |
Financial risk management continued |
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 2026 decreased to
Financing risk
Financing risk refers to the risk that financing of the Group’s debt requirements and refinancing of existing debt could become more difficult or more costly in the future. This risk can be decreased by managing the Group within tolerable debt levels measured by key ratios and the available capacity of the market for Sasol, maintaining an appropriate spread of maturities, and managing short-term borrowings within acceptable levels. Due to the Group's reliance on international Debt Capital Markets, the risk is impacted by non-controllable factors such as global geopolitical developments that impact, or restrict access to, international Debt Capital Markets.
Credit rating
Credit rating |
||||
Agency |
2026 |
2025 |
||
S&P |
|
BB+ (Negative) |
|
BB+ (stable) |
Moody’s |
|
Ba1 (Negative) |
|
Ba1 (Negative) |
On 14 October 2025, S&P affirmed Sasol’s rating at BB+ however changed the outlook from stable to negative. The outlook revision reflected S&P Global’ s expectation that Sasol's EBITDA will likely remain constrained, primarily due to persistently low oil and chemical prices driven by sustained supply-demand imbalances. On 5 March 2026, Moody’s affirmed Sasol’s rating at Ba1 and maintained the negative outlook, citing ongoing challenge in profitability and difficult market conditions. While Sasol benefits from its leading position in South Africa, integrated business model, prudent financial policies, and strong liquidity, it faces significant headwinds including weak industry performance, exposure to volatile oil and commodity prices, and high carbon transition risks.
Sasol Annual Financial Statements 2026 111
35 |
Financial risk management and financial instruments continued |
35.2 |
Financial risk management continued |
Risk profile
Risk management and measurement relating to each of these risks is discussed under the headings below (sub-categorised into credit risk, liquidity risk, and market risk) which entails an analysis of the types of risk exposure, the way in which such exposure is managed and quantification of the level of exposure in the statement of financial position.
Credit risk
Credit risk is the risk of financial loss due to counterparties not meeting their contractual obligations. Credit risk is deemed to be low when, based on the forward available information, it is highly probable that the customer will service its debt in accordance with the agreement throughout the period.
How we manage the risk
The risk is managed by the application of credit approvals, limits and monitoring procedures. All credit applications undergo a comprehensive assessment which includes an analysis of financial strength, country and industry risks as well as historic payment performance. Where appropriate, the group obtains security in the form of guarantees to mitigate risk, meaning that these receivables do not carry significant credit risk. Counterparty credit limits are in place and are reviewed and approved by the respective subsidiary credit management committees to manage our exposure to counterparty credit risk. The central treasury function provides credit risk management for the group-wide exposure in respect of a diversified group of banks and other financial institutions. These are evaluated regularly for financial robustness especially in the current global economic environment. Management has evaluated treasury counterparty risk and does not expect any treasury counterparties to fail in meeting their obligations. The group maximum exposure is the outstanding carrying amount of the financial asset. The credit risk is considered to be low as it is mitigated through various security types ranging from high-quality insurance and guarantees to lower-quality shareholder or director guarantees.
For all financial assets measured at amortised cost, the Group calculates the expected credit loss based on contractual payment terms of the asset. The exposure to credit risk is influenced by the individual characteristics, the industry and geographical area of the counterparty with whom we have transacted. Financial assets at amortised cost are carefully monitored and reviewed on a regular basis for expected credit loss and impairment based on our credit risk policy. Any provision for expected credit losses is considered to be immaterial as the credit risk is considered to be low.
Expected Credit Loss (ECL) is calculated as a function of probability of default, loss given default and exposure at default.
| ● | The group allocates probability of default based on external and internal information. The major portion of the financial assets at amortised cost consists of externally rated customers and the group uses the average of Moody’s, Fitch and S&P Corporate and Sovereign probability of defaults, depending on whether the customer or holder of the financial asset is corporate or government related. For customers or debtors that are not rated by a formal rating agency, the group allocates internal credit ratings and default rates taking into account forward looking information, based on the debtors profile, security or 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 applied the Board of Governors of the Federal Reserve System’s formula to derive a downturn LGD to be used for 2026, namely |
Sasol Annual Financial Statements 2026 112
35 |
Financial risk management and financial instruments continued |
35.2 |
Financial risk management continued |
Trade receivables expected credit loss is calculated over lifetime. Lifetime ECLs are the ECLs that result from all possible default events over the expected life of the trade receivable. Other financial assets expected credit loss is measured over 12 months when the credit risk is low and over lifetime where the credit risk has increased significantly. 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 due its standard credit terms. The contractual payment terms for receivables vary from
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 2026, 2025 and 2024. 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.
A summary of the Group’s exposure to credit risk for trade, other and long-term receivables is as follows:
Trade receivables
Lifetime ECL |
||||||||||
Simplified |
Simplified |
Simplified |
Credit- |
|||||||
approach¹ |
approach² |
approach |
impaired |
Total |
||||||
Low risk |
Medium risk |
Total |
High risk |
lifetime ECL |
||||||
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
2026 |
|
|
|
|
|
|
|
|
|
|
Gross carrying amount |
|
|
|
|
|
|
|
|
|
|
Expected credit loss |
( |
( |
( |
( |
( |
|||||
2025 |
||||||||||
Gross carrying amount |
|
|
|
|
|
|
|
|
|
|
Expected credit loss |
|
( |
( |
( |
( |
( |
||||
1 |
Simplified approach – low risk for trade receivables with no significant increase in credit risk since initial recognition. |
2 |
Simplified approach – medium risk for trade receivables with significant increase in credit risk but not credit impaired. |
Sasol Annual Financial Statements 2026 113
35 |
Financial risk management and financial instruments continued |
35.2 |
Financial risk management continued |
Other receivables
|
|
12-month |
|
|
||||||
Lifetime ECL |
ECL |
|
||||||||
No |
||||||||||
Significant |
significant |
|||||||||
increase in |
increase in |
|||||||||
credit risk |
credit risk |
|||||||||
since initial |
Credit- |
since initial |
||||||||
recognition1 |
impaired2 |
Total lifetime |
recognition |
|||||||
Medium risk |
High risk |
ECL |
Low risk |
Total |
||||||
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
2026 |
|
|
|
|
|
|
|
|
|
|
Gross carrying amount3 |
|
|
|
|
|
|
|
|
|
|
Expected credit loss |
|
( |
|
( |
|
( |
|
( |
|
( |
2025 |
|
|
|
|
|
|
|
|
|
|
Gross carrying amount |
|
|
|
|
|
|
|
|
|
|
Expected credit loss |
|
( |
|
( |
|
( |
|
( |
|
( |
| 1 | Significant increase in credit risk since initial recognition but not credit impaired. |
| 2 | A significant balance has been fully provided for and this reflects management’s assessment that there is no reasonable expectation of recovery. |
| 3 | This gross carrying amount excludes financial assets classified as measured at fair value through profit or loss. |
Long-term receivables
12-month |
||||||||||
Lifetime ECL |
ECL |
|||||||||
No |
||||||||||
Significant |
significant |
|||||||||
increase in |
increase in |
|||||||||
credit risk |
credit risk |
|||||||||
since initial |
Credit- |
since initial |
||||||||
recognition |
impaired |
Total lifetime |
recognition |
|||||||
Medium risk |
High risk |
ECL |
Low risk |
Total |
||||||
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
2026 |
|
|
|
|
|
|
|
|
|
|
Gross carrying amount |
|
|
|
|
|
|
|
|
|
|
Expected credit loss |
( |
( |
( |
— |
( |
|||||
2025 |
||||||||||
Gross carrying amount |
|
|
|
|
|
|||||
Expected credit loss |
|
( |
|
( |
|
( |
|
( |
|
( |
| 1 | Significant increase in credit risk since initial recognition but not credit impaired. |
The significant changes in the gross carrying amounts of trade, other and long term receivables that contributed to the changes in the expected credit loss during 2026 were mainly driven by the
| ● | substantial increase in product pricing following the Middle East conflict and its impact on global markets; |
| ● | higher sales activity and higher average days sales outstanding. |
Sasol Annual Financial Statements 2026 114
35 |
Financial risk management and financial instruments continued |
35.2 |
Financial risk management continued |
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 has a positive liquidity position, conserving the Group’s cash resources through continued focus on working capital improvement, cost savings and capital allocation (refer to note 13).
The Group meets its financing requirements through a mixture of cash generated from its operations and, short and long-term borrowings, and strives to maintains adequate banking facilities and reserve unutilised borrowing capacity. Adequate banking facilities and reserve borrowing capacities are maintained. 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. The net debt to EBITDA (Sasol definition as defined in the debt agreements) at 30 June 2026 was
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 and the Rand/US$ currency exposure.
Available facilities amounted to R
Sasol Annual Financial Statements 2026 115
35 |
Financial risk management and financial instruments continued |
35.2 |
Financial risk management continued |
Our exposure to and assessment of the risk
The maturity profile of the undiscounted contractual cash flows of financial instruments at 30 June were as follows:
|
|
Carrying |
|
Contractual |
|
Within one |
|
One to |
|
Three to |
|
More than |
||
amount |
cash flows1 |
year |
three years |
five years |
five years |
|||||||||
Note |
Rm |
Rm |
Rm |
Rm |
Rm |
Rm |
||||||||
2026 |
|
|
|
|
|
|
|
|
|
|
|
|||
Financial assets |
|
|
|
|
|
|
|
|
|
|
|
|||
Non-derivative instruments |
|
|
|
|
|
|
|
|
|
|
|
|||
Long-term receivables |
|
17 |
|
|
|
|
|
|
|
|
|
|
||
Trade and other receivables |
|
22 |
|
|
|
|
|
|
— |
— |
|
— |
||
Cash and cash equivalents |
|
25 |
|
|
|
|
|
|
— |
— |
|
— |
||
Investments through other comprehensive income |
|
|
|
|
|
|
|
|
— |
— |
|
— |
||
Long-term and short-term investments through profit or loss |
|
|
|
— |
— |
— |
||||||||
|
|
|
|
|
|
|
|
|
|
|||||
Derivative instruments |
|
|
|
|||||||||||
Forward exchange contracts |
|
|
|
|||||||||||
Inflows |
|
|
|
|
|
|
— |
— |
|
— |
||||
Outflows |
— |
( |
( |
— |
— |
— |
||||||||
Crude oil futures2 |
|
|
|
— |
— |
— |
||||||||
Foreign exchange zero cost collars |
|
|
|
|
|
|
— |
— |
|
— |
||||
Put options – Rand/US$ currency |
|
|
|
|
|
|
— |
— |
|
— |
||||
Put spread options – Brent crude oil |
|
|
|
— |
— |
— |
||||||||
Other commodity derivatives |
|
|
|
— |
— |
— |
||||||||
Oxygen supply contract embedded derivative |
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|||||
Financial liabilities |
|
|
|
|||||||||||
Non-derivative instruments |
|
|
|
|||||||||||
Long-term debt3 |
|
13 |
|
( |
|
( |
|
( |
( |
( |
|
( |
||
Lease liabilities |
|
14 |
|
( |
|
( |
|
( |
( |
( |
|
( |
||
Short-term debt |
|
15 |
|
( |
|
( |
|
( |
— |
— |
|
— |
||
Trade and other payables |
|
23 |
|
( |
|
( |
|
( |
— |
— |
|
— |
||
Bank overdraft |
|
25 |
|
( |
|
( |
|
( |
— |
— |
|
— |
||
|
( |
|
( |
|
( |
( |
( |
|
( |
|||||
Derivative instruments |
|
|
|
|||||||||||
Forward exchange contracts |
|
|
|
|
||||||||||
Outflows |
( |
( |
( |
— |
— |
— |
||||||||
Inflows |
|
|
|
— |
|
|
|
|
— |
— |
|
— |
||
Other commodity derivatives |
|
|
|
( |
|
( |
|
( |
— |
— |
|
— |
||
Put with a call spread option – Brent crude oil |
|
|
|
( |
|
( |
|
( |
— |
— |
|
— |
||
Convertible bond embedded derivative |
( |
( |
( |
— |
— |
— |
||||||||
|
( |
|
( |
|
( |
( |
( |
|
( |
| 1 | Contractual cash flows include interest payments. |
| 2 | The crude oil futures generate cash inflows in respect of margin calls only once the related crude oil is processed. Accordingly, the future inflows relate to the open lots associated with the outstanding margin calls. |
3 |
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. |
Sasol Annual Financial Statements 2026 116
35 |
Financial risk management and financial instruments continued |
35.2 |
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 flows1 |
year |
three years |
five years |
five years |
|||||||
Rm |
Rm |
Rm |
|
Rm |
Rm |
Rm |
||||||
2025 |
|
|
|
|
|
|
|
|
||||
Financial assets |
|
|
|
|
|
|
|
|
||||
Non-derivative instruments |
|
|
|
|
|
|
|
|
||||
Long-term receivables |
|
|
|
|
|
|
|
|
|
|
||
Trade and other receivables |
|
|
|
|
|
|
— |
— |
|
— |
||
Cash and cash equivalents |
|
|
|
|
|
|
— |
— |
|
— |
||
Investments through other comprehensive income |
|
|
|
|
|
|
— |
— |
|
— |
||
Investments through profit or loss |
|
|
|
|
— |
— |
— |
|||||
|
|
|
|
|
|
|
|
|
||||
Derivative instruments |
|
|
|
|
|
|||||||
Forward exchange contracts |
|
|||||||||||
Inflow2 |
|
|
|
— |
— |
— |
||||||
Outflow2 |
— |
( |
( |
— |
— |
— |
||||||
Crude oil put options |
|
|
|
|
— |
— |
|
— |
||||
Foreign exchange zero cost collars |
|
|
|
|
— |
— |
— |
|||||
Oxygen supply contract embedded derivative |
|
( |
|
|
|
( |
||||||
|
|
|
|
|
|
|
|
|
||||
Financial liabilities |
|
|
|
|
|
|||||||
Non-derivative instruments |
|
|
|
|
|
|||||||
Long-term debt3 |
|
( |
|
( |
|
( |
( |
( |
|
( |
||
Lease liabilities |
|
( |
|
( |
|
( |
( |
( |
|
( |
||
Short-term debt |
|
( |
|
( |
|
( |
— |
— |
|
— |
||
Trade and other payables |
|
( |
|
( |
|
( |
— |
— |
|
— |
||
Bank overdraft |
|
( |
|
( |
|
( |
— |
— |
|
— |
||
( |
|
( |
|
( |
( |
|
( |
( |
||||
Derivative instruments |
|
|
|
|
|
|
|
|
||||
Forward exchange contracts |
|
|||||||||||
Outflow2 |
( |
( |
( |
— |
— |
— |
||||||
Inflow2 |
— |
|
|
— |
— |
— |
||||||
Other commodity derivatives |
( |
( |
( |
— |
— |
— |
||||||
Oxygen supply contract embedded derivative |
|
( |
|
|
|
|
— |
|
— |
— |
||
( |
|
( |
|
( |
( |
|
( |
( |
| 1 | Contractual cash flows include interest payments. |
| 2 | In the prior year, certain contractual cash flows relating to FECs were presented on a net basis. The comparative information has been revised to present these cash flows on a gross basis for FEC financial assets and financial liabilities. The revision is presentation-related only and has no impact on the Group's statement of financial position, income statement, statement of comprehensive income, statement of changes in equity or statement of cash flows. |
| 3 | 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. The conversion rights are exercisable at any time. |
Sasol Annual Financial Statements 2026 117
35 |
Financial risk management and financial instruments continued |
35.2 |
Financial risk management continued |
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 and cash flow volatility in order to increase certainty and predictability for planning purposes. |
The Group is exposed to the following market price movements:
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 forecast 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. 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 Basic Fuel Price (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 that are 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 and Put options
In line with the risk mitigation strategy, the Group hedges a portion of its estimated foreign currency exposure in respect of forecast sales and purchases. The Group mainly uses zero-cost collars and put to hedge its currency risk, most of the current hedges mature within
Forward exchange contracts
Forward exchange contracts (FECs) are utilised throughout the Group to economically 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.
Sasol Annual Financial Statements 2026 118
35 |
Financial risk management and financial instruments continued |
35.2Financial risk management continued
The following significant exchange rates were applied during the year:
Average rate |
Closing rate |
|||||||
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
Rand |
Rand |
Rand |
Rand |
|||||
Rand/EUR |
|
|
|
|
|
|
|
|
Rand/US$ |
|
|
|
|
|
|
|
|
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.
2026 |
2025 |
|||||||
|
Euro |
|
US dollar |
|
Euro |
|
US dollar |
|
|
Rm |
Rm |
|
Rm |
Rm |
|||
Long-term receivables |
|
|
|
|
|
|
|
|
Trade and other receivables |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
|
|
|
|
|
|
Net exposure on assets |
|
|
|
|
|
|
|
|
Trade and other payables |
|
( |
|
( |
|
( |
|
( |
Net exposure on liabilities |
|
( |
|
( |
|
( |
|
( |
Exposure on external balances |
|
|
|
( |
|
|
|
|
Net exposure on balances between Group companies |
|
( |
|
|
|
( |
|
|
Total net exposure |
|
( |
|
|
|
|
|
|
Sensitivity analysis
The following sensitivity analysis is provided to show the foreign currency exposure of the Group 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, and 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.
Sasol Annual Financial Statements 2026 119
35 |
Financial risk management and financial instruments continued |
35.2 |
Financial risk management continued |
A
2026 |
2025 |
2024 |
||||||||||
Euro |
US dollar |
Euro |
US dollar |
Euro |
US dollar |
|||||||
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Equity |
|
( |
|
|
|
|
|
|
|
|
|
|
Income statement |
|
( |
|
|
|
|
|
|
|
|
|
|
A
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 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
Sasol Annual Financial Statements 2026 120
35 |
Financial risk management and financial instruments continued |
35.2 |
Financial risk management continued |
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.
Carrying value |
||||
2026 |
2025 |
|||
|
Rm |
|
Rm |
|
Variable rate instruments |
|
|
|
|
Financial assets |
|
|
|
|
Financial liabilities* |
|
( |
|
( |
|
|
|
|
|
Fixed rate instruments |
|
|
||
Financial assets |
|
|
|
|
Financial liabilities |
|
( |
|
( |
|
( |
|
( |
|
Interest profile (variable: fixed rate as a percentage of total financial assets) |
|
|
|
|
Interest profile (variable: fixed rate as a percentage of total financial liabilities) |
|
|
||
* |
The decrease in variable exposure is mainly due to the repayments made on the RCF (refer to note 13). |
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
Income statement and equity— 1% increase |
||||||||
|
|
|
United States |
|
||||
South Africa |
Europe |
of America |
Other |
|||||
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
30 June 2026 |
|
|
|
|
|
( |
|
|
30 June 2025 |
|
|
|
|
|
( |
|
|
30 June 2024 |
|
|
|
|
|
( |
|
|
A
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. The Group entered into hedging contracts which provide downside protection while retaining upside participation. Refer to the summary of our derivatives below.
Sasol Annual Financial Statements 2026 121
35. |
Financial risk management and financial instruments continued |
35.2Financial risk management continued
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 fluctuate because they are subject to international supply and demand and geopolitical factors. Our exposure to the crude oil price centres primarily around the selling price of fuel marketed by our Energy business, as the BFP formula is significantly influenced by international crude oil prices. Additional exposure stems from crude oil processed in our Natref refinery, and from certain of our international operations where chemical prices are linked to crude oil-derived feedstocks. 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 |
|||
2026 |
2025 |
|||
US$ |
US$ |
|||
High |
|
|
||
Average |
|
|
|
|
Low |
|
|
|
|
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) |
||||||||||
|
2026 |
|
2026 |
|
2025 |
|
2025 |
2026 |
2025 |
2024 |
||||
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Commodity and currency derivatives |
||||||||||||||
Crude oil put options |
— |
— |
|
— |
( |
( |
( |
|||||||
Crude oil futures |
|
— |
— |
— |
( |
— |
( |
|||||||
Ethane swap options |
— |
— |
— |
— |
— |
— |
( |
|||||||
Other commodity derivatives |
|
( |
— |
( |
|
( |
( |
|||||||
Forward exchange contracts |
|
( |
|
( |
|
|
|
|||||||
Foreign exchange zero cost collars |
|
|
|
— |
|
|
|
— |
|
|
|
|||
Put options – Rand/US dollar currency |
|
— |
— |
— |
|
— |
— |
|||||||
Put spread options – Brent crude oil |
|
— |
— |
— |
( |
— |
— |
|||||||
Put with a call spread option – Brent crude oil |
— |
( |
— |
— |
( |
— |
— |
|||||||
Embedded derivatives |
||||||||||||||
Convertible bond embedded derivative |
— |
( |
— |
( |
( |
|
|
|||||||
Oxygen supply contract embedded derivatives* |
|
— |
|
( |
|
|
|
|||||||
Non-derivative financial instruments |
|
|||||||||||||
Investments at fair value through profit or loss** |
|
— |
|
— |
— |
— |
— |
|||||||
|
( |
|
( |
|
|
|
||||||||
* |
Relates to a US dollar derivative that is embedded in long-term oxygen supply contracts to our Secunda Operations. |
** |
Fair value gains and losses are presented in other operating income and expenses, separately from derivative gains and losses. |
Sasol Annual Financial Statements 2026 122
35 |
Financial risk management and financial instruments continued |
35.2 |
Financial risk management continued |
Contract/Nominal amount* |
Average price** |
|||||||||||||||
Open |
Settled |
Open |
Settled |
Open |
Open |
|||||||||||
|
2026 |
2026 |
2025 |
2025 |
2026 |
2025 |
||||||||||
|
Million |
|
Million |
|
Million |
|
Million |
|
|
|
||||||
Crude oil put options purchased |
barrels |
— |
|
|
|
US$/bbl |
— |
|
||||||||
Forward exchange contracts |
US$ |
|
|
|
— |
|
|
— |
R/US$ |
|
|
|||||
Forward exchange contracts |
EUR |
|
— |
|
— |
US$/EUR |
|
|
||||||||
Foreign exchange zero cost collars |
US$ |
|
|
|
|
|
|
|
R/US$ Floor |
|
|
|||||
R/US$ Cap |
|
|
||||||||||||||
Put options purchased – Rand/US$ currency*** |
US$ |
|
— |
— |
— |
US$/EUR |
|
— |
||||||||
Put spread options purchased – Brent crude oil*** |
US$ |
|
— |
— |
— |
R/US$ Floor |
|
— |
||||||||
R/US$ Cap |
|
— |
||||||||||||||
Put with a call spread option purchased – Brent crude oil*** |
US$ |
|
— |
— |
— |
R/US$ Floor |
|
— |
||||||||
R/US$ Cap |
|
— |
||||||||||||||
|
|
R/US$ Upper Cap |
|
— |
||||||||||||
* |
The nominal amount is the sum of the absolute value of all contracts for both derivative assets and liabilities. |
** |
For open positions. |
*** |
During the year, the 2026 hedging programme was completed by securing downside protection while retaining upside participation. Total premium paid for contracts entered into in the year US$ |
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.
Sasol Annual Financial Statements 2026 123
35 |
Financial risk management and financial instruments continued |
35.2 |
Financial risk management continued |
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.
36 |
Subsequent events (non-adjusting) |
In mid-August 2026, the Natref refinery experienced an unplanned shutdown of a downstream unit which coincided with a planned shutdown of a separate unit, impacting refinery production and supply. We are implementing measures to support continued refinery operations and working with industry to ensure the continuous supply of jet fuel and other products. Inventory build at year-end has provided additional flexibility in managing product supply during this period.
Sasol Annual Financial Statements 2026 124
Exhibit 99.2
|
Chief Information and Digital Officer GEC EVP Commercial and Legal BOARD Audit Committee Capital Investment Committee Ethics continued GOVERNANCE CONTINUED COMMITMENT Sasol is committed to ensuring a secure information management and cybersecurity environment by implementing measures to address and mitigate associated risks. To support the organisation in achieving its goals and strategic objectives, Information Management (IM) and Digital aims to guide the effective and efficient use of IT solutions and services by establishing appropriate decision-making structures and governance frameworks, including policies and processes. IM Governance forms a subset of Sasol corporate governance with a groupwide risk management process that is aligned to international standards and best practice. Cybersecurity is noted as a Group material risk for Sasol and oversight lies with the Sasol Audit Committee GROUP APPROACH Information management, digital and cybersecurity For more details refer to Risk and opportunities on pages 21 – 32. Despite operating in a financially constrained environment, the organisation has sufficient protection in place and has not experienced a cybersecurity incident that had a material impact on Sasol’s business strategy, operations, or financial reporting in the last financial year. Despite this, Sasol is cognisant that cyber-attacks are increasing in both volume and sophistication, particularly with the growing use of artificial intelligence (AI) to enhance adversary capabilities. Sasol’s cybersecurity posture is continuously assessed to identify areas of improvement, analyse emerging threats, and implement enhancements as needed or schedule them for future deployment. Within the supply chain, IM focuses on ensuring the confidentiality, integrity and availability of data; document retention requirements; data privacy; information classification and security. Policies and compliance Sasol’s Information Management Policies and Code of Conduct reflect its commitment and dedication to ensuring compliance with IM-related regulation and legislation. The use of Sasol computing devices, systems and services is governed by Sasol IM policies. By accessing a Sasol account, each user acknowledges these policies and the terms of acceptable use. Any non-compliance is addressed in accordance with the stipulated policies, taking into consideration jurisdictional implications. Training and awareness Through robust information security awareness campaigns, Sasol shares monthly themes with its employees and service providers. Employees are enrolled in training on Sasol’s Learning Management Systems, which focuses on critical topics for cybersecurity awareness such as deep fakes, securing data and insider threats. Month-to-month participation ranges from 95% to 98%. Awareness training is mandatory. Participation is monitored, with feedback shared with Group Executives and Senior Vice Presidents to promote completion. Additionally, employees who miss two or more training sessions are considered non-compliant, and network restrictions are applied until they become compliant again. Frequent phishing tests are conducted and results are reported to management to evaluate employees’ awareness of potential risks. Employees also receive comprehensive training on the use of IM systems and tools, as well as business system-specific training tailored to their respective job roles. FY26 focus areas, included: Improving customer experience Growing IM talent and digital enablement Enabling strategic business and digitalisation initiatives Exploring the value cases for Artificial Intelligence (AI) and Generative AI (GenAI) for Sasol Improving Mobility applications for the retail fuels business Progressing the company’s cloud journey Improving data governance and quality. Optimising Sasol’s spend on outsourced services Focusing on cybersecurity to secure operations and the organisation Strengthening the organisation’s IT General Control environment PROGRAMMES AND PERFORMANCE SASOL INTEGRATED REPORT 2026 144 SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY INTRODUCTION DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE SUMMARISED FINANCIAL PERFORMANCE ASSURANCE/ ADMINISTRATION REMUNERATION REPORT |
|
Information management, digital and cybersecurity continued Unlocking value through Digital and Technology Enablement Digital enablement supports Sasol’s operational and commercial priorities by improving asset reliability, gross margin performance, predictability, and decision quality across the value chain. The digital strategy is targeted at high value business outcomes, with execution embedded within existing operating models. A key focus is enhancing customer centricity, alongside the continued digitalisation of critical production and supply processes to improve operational stability, control, and predictability. Advanced analytics, predictive techniques, and artificial intelligence are applied to stabilise asset intensive operations, improve asset availability and reduce unplanned downtime. Through the disciplined application of digital technologies, Sasol enhances operational resilience, improves margin and cost efficiency, strengthens safety and risk management, and supports sustainable shareholder value. Responsible use of Artificial Intelligence (AI) Sasol has established a visionary position to embrace, accelerate and unleash the potential of AI and GenAI to ensure the company remains relevant and enables safe and responsible innovation. Sasol has established robust guardrails to guide its employees in the secure, ethical and responsible use of GenAI technology. These strike a balance between maintaining governance and allowing sufficient flexibility to accelerate adoption for the benefit of Sasol. They encompass an AI and GenAI policy, a governance committee, approved AI technology for use in Sasol, and a framework for data accuracy. AI awareness and training is being actively rolled out to employees across Sasol. The sessions are focused on practical use cases, reinforcing responsible AI principles, and demonstrating how AI tools can support productivity, learning, communication, and problem solving. Environmental stewardship Sasol remains committed to protecting the environment and applies responsible disposal of its e-waste according to IS0 14001 standards. Paper recycling, reducing printing by using e-signing, and moving its datacentres from on-premises to Cloud is part of the commitment to sustainable computing. For more information on waste management see page 107. GOVERNANCE CONTINUED PROGRAMMES AND PERFORMANCE SASOL INTEGRATED REPORT 2026 145 SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY INTRODUCTION DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE SUMMARISED FINANCIAL PERFORMANCE ASSURANCE/ ADMINISTRATION REMUNERATION REPORT |
|
GOVERNANCE CONTINUED Ethics continued COMMITMENT At Sasol, Sustainability Data Reporting encompasses Safety, Health and Environment (SHE) as well as Sustainable Development (SD), which is governed through its integrated combined assurance model. Sasol is committed to enabling effective strategy execution by providing reliable decision ready sustainability data to its internal and external stakeholders. This commitment is embedded in Sasol’s governance framework, ensuring that sustainability data is consistently managed, independently assured and aligned with Sasol’s strategic objectives. Through the Sasol Group Procedure for Sustainability Data Reporting, Sasol has established a unified sustainability reporting framework which provides clear guidance on reporting processes and defines the suite of Group key performance indicators (KPIs) that drive consistency and accountability across the organisation. Structured reporting timelines and disciplined execution underpin the delivery of accurate, validated data across the Group, with independent assurance embedded at its core. Data completeness and accuracy are reinforced through tightly managed data collection cycles, supporting both efficient internal management reporting and credible external disclosures. Leveraging the company’s existing Group data management platform, SAP Sustainability Performance Management (SuPM), sustainability data is captured at Operating Model Entity level. The system enables robust governance by facilitating structured review and approval workflows in line with Group requirements. Independent assurance further strengthens confidence in the integrity, reliability and quality of Sasol’s sustainability disclosures. This year marked KPMG’s third consecutive year as Sasol’s independent third party auditor, providing assurance over both financial and non-financial information. As global sustainability reporting standards continue to evolve, including those issued by the International Sustainability Standards Board (ISSB), the Corporate Sustainability Reporting Directive (CSRD), and the United States Securities and Exchange Commission (SEC), alignment across all internal processes has become increasingly critical. In-depth knowledge of internal processes now forms the foundation for an even stronger third year assurance process with KPMG, with actionable improvements being embraced across all facets of the business. GROUP APPROACH Sustainability data management and governance Performance through transformation Significant focus has been placed on strengthening Sasol’s readiness to respond to evolving reporting demands. To navigate the rapidly changing sustainability reporting landscape, the work done through the New Reporting Requirements (NRR) Working Group continues to play a central role. This cross functional team drives alignment between emerging global disclosure standards and Sasol’s systems, processes and controls. Through an in-depth gap analysis of Sasol’s current suite of sustainability KPIs, four KPIs were developed and enabled to close potential identified gaps. These are now being reported at a Group level. PROGRAMMES AND PERFORMANCE The Group has officially kicked off the next phase of the system replacement project to phase out SAP SuPM, replacing this with a new reporting platform. This new platform will be designed to enhance the efficiency and effectiveness of sustainability data collection, analysis and reporting. SASOL INTEGRATED REPORT 2026 146 SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY INTRODUCTION DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE SUMMARISED FINANCIAL PERFORMANCE ASSURANCE/ ADMINISTRATION REMUNERATION REPORT |
|
REMUNERATION REPORT We are committed to maintaining a Remuneration Policy that is aligned with Sasol’s Purpose, strategic priorities and values. Through our remuneration outcomes, we incentivise and reward the delivery of sustainable performance across our People, Planet and Profit objectives, thereby supporting long-term value creation for all stakeholders. THIS REMUNERATION REPORT CONTAINS THREE PARTS: PART I Remuneration at a glance 148 Committee Chairman’s background statement 151 PART II Remuneration Policy (FY27 to FY29) 156 PART III Remuneration Implementation Report (FY26) 164 SASOL INTEGRATED REPORT 2026 147 SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY INTRODUCTION DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE SUMMARISED FINANCIAL PERFORMANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
Our Remuneration Policy Our Remuneration Policy (the Policy) enables the execution of Sasol’s strategy by aligning reward outcomes with our Purpose, values and long-term objectives. It is designed to foster a high-performing, sustainable, values-driven culture while attracting, retaining and motivating the diverse talent and critical capabilities needed to deliver our strategic ambitions. The Policy reinforces accountability, ethical leadership and sustainable performance, while supporting the creation of long-term value for shareholders and other stakeholders. REMUNERATION AT A GLANCE Financial 45% Scope 1 and 2 GHG intensity reduction at Secunda Operations 25% rTSR against the peer group 30% KPIs AND WEIGHTINGS Southern Africa breakeven oil price International Chemicals EBITDA % Net debt reduction (US$) VESTING PERIOD Performance shares: 100% subject to meeting the targets after a vesting period of 3 years Long-term incentives (FY26 grants) Fatality penalty DISCRETIONARY MODIFIER Positive free cash flow before second-order capital expenditure and dividends AFFORDABILITY THRESHOLD Group Financial 56% Group ESG 24% Personal 20% KPIs AND WEIGHTINGS Short-term incentives (FY26) Remchannel (SA) KornFerry (International) and publicly disclosed remuneration data from peer group BENCHMARKING CPI, affordability, performance and market positioning SALARY INCREASE PRINCIPLES Positioned at 50th percentile of the market1 Total MARKET POSITION Guaranteed Package or base salary Committee Oversight: The Committee may exercise discretion where formulaic variable pay outcomes are not considered representative of underlying business performance, have unintended outcomes, are inconsistent with the intent of the remuneration framework, or have been materially affected by factors outside management’s control. Any discretionary adjustment will be applied to ensure fair and appropriate remuneration outcomes that support sustainable long-term value creation and will be disclosed accordingly. FY26 Remuneration Policy changes recap Long-term Incentive (LTI) Plan for the FY26 – FY28 performance period, two new performance measures were introduced to replace Return on Invested Capital (ROIC) namely South African breakeven oil price and International Chemicals EBITDA %. The change reflects the organisation’s current strategic focus around strengthening our foundation business and rebuilding credibility through delivering on our promises, as outlined at the 2025 Capital Markets Day. Short-term Incentive (STI) Plan targets were aligned to the milestones in our journey to meet the 2025 Capital Markets Day commitments. The Executive remuneration-mix was revised to replace the restricted shares with performance shares, thereby increasing the risk profile, without changing the grant size. The FY26 LTI grants are 100% subject to the achievement of corporate performance targets over the three-year vesting period. The peer groups used for Executive remuneration benchmarking and to assess relative Total Shareholder Return (rTSR) in our LTI plan were reviewed to more appropriately reflect Sasol’s enterprise value and share price correlation over five and ten year periods (see page 159). Summary of FY26 Remuneration Parameters: members of the Group Executive Committee High-Performing, Sustainable, Values-driven Culture LONG-TERM INCENTIVES Drives long-term value creation, strategic delivery, shareholder alignment and talent retention SHORT-TERM INCENTIVES Rewards the delivery of strategic priorities in line with Sasol’s values PAY AND BENEFITS Market-aligned salaries and benefits that support our People Promise The Policy balances affordability, prudent risk management and sustainable value creation. By maintaining competitive, responsible and transparent reward structures, we attract, retain and motivate the diverse talent required to deliver Sasol’s strategy, incentivise performance against our People, Planet and Profit objectives, and support the organisation’s long-term sustainability, resilience and competitiveness. Below and on the following pages is an overview of the FY26 Remuneration Policy and its implementation, approved by shareholders at the Company’s previous AGM held on 14 November 2025. The Remuneration Policy for the FY27–29 period is set out in Part II of this Report. FINANCIAL KPIs Adjustment of incentive outcomes to safeguard affordability 1 Market is considered the approved peer group as determined from time to time by the Committee SASOL INTEGRATED REPORT 2026 148 SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY INTRODUCTION DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE SUMMARISED FINANCIAL PERFORMANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
REMUNERATION AT A GLANCE CONTINUED Shareholder feedback We appreciate the constructive feedback from our shareholders on our Remuneration Policy and Remuneration Implementation Report, and their ongoing support. At the 2025 AGM, the non-binding advisory votes received in support of the FY25 Remuneration Policy and the Remuneration Implementation Report showed a significant improvement compared to previous years: 2025 2024 2023 83,10% 84,67% 93,47% 89,42% The Committee values feedback received from shareholders and duly considers this input when the policy is reviewed. The Remuneration Policy and Remuneration Report – comprising the Background Statement, a copy of the Remuneration Policy in Part II, and the Implementation Report in Part III – will be presented at the AGM for shareholder approval by ordinary resolutions in accordance with sections 30A and 30B of the Companies Act 71 of 2008, as amended by the Companies Amendment Act 16 of 2024 (Companies Act). REMUNERATION POLICY 93,93% IMPLEMENTATION REPORT 97,43% Group Executive Committee (GEC) 2026 remuneration mix REMUNERATION MIX These graphs illustrate the threshold, target, and potential maximum earnings at stretch level in terms of the different parts of the remuneration mix approved by the Committee for members of our Group Executive Committee. In addition, the outcomes against the targets set for the year under review are included. The quantum and mix between guaranteed and variable pay components were again evaluated as part of the annual policy review process. No change to the remuneration mix is proposed. %of Total Annual Reward 0 100 200 300 400 500 600 GEC max GEC target GEC 2026 actual GEC threshold 19% 100% 48% 33% 35% 26% 39% 23% 25% 52% 0 100 200 300 400 500 600 %of Total Annual Reward CFO max CFO target CFO 2026 actual CFO threshold 100% 44% 37% 31% 20% 28% 52% 29% 40% 20% 0 100 200 300 400 500 600 700 %of Total Annual Reward CEO max CEO target CEO 2026 actual CEO threshold 100% 45% 47% 8% 27% 32% 41% 18% 30% 52% Remuneration outcomes against target Annual TGP/Base Salary STI LTI Our Remuneration Policy is founded on core principles that support Sasol’s integrated Employee Value Proposition and strategic investment in Human Capital. The Policy seeks to ensure fair, equitable and responsible remuneration practices, while aligning reward outcomes with the successful execution of Sasol’s strategic objectives. These principles include: 4 SHAREHOLDER ALIGNMENT Executive remuneration outcomes are aligned with the interests of shareholders and other key stakeholders, reinforcing a strong connection between pay, performance, strategic delivery and the creation of sustainable long-term value. 5 SELF-FUNDED INCENTIVE PLAN DESIGN Our incentive plans are designed to reward both Group and individual performance, reinforcing accountability for the delivery of Sasol’s strategic objectives and sustainable value creation. Performance measures are balanced across short-, and long-term outcomes to support the achievement of our strategic commitments and the long-term sustainability of the business. Incentive payments remain subject to an affordability test, ensuring that sufficient positive free cash flow is generated prior to incentive awards being approved. 6 RISK MITIGATION Robust governance, oversight and approval processes are in place to manage remuneration-related risks, ensure fair and consistent decision-making over the short- and long-term, and maintain alignment with Sasol’s strategic objectives, values and stakeholder expectations. 7 HOLISTIC TOTAL REWARD We offer a comprehensive and integrated Employee Value Proposition that combines monetary and non-monetary rewards to attract, retain and motivate the talent required to deliver Sasol’s strategy. This includes competitive remuneration, benefits, development and career opportunities, and a safe, inclusive and supportive work environment that promotes employee wellbeing, engagement and performance. 1 BALANCED REMUNERATION We adopt a market-informed approach to remuneration that supports the attraction, retention and motivation of the diverse talent and critical capabilities required to deliver Sasol’s strategy. Remuneration outcomes are differentiated based on individual performance, contribution and the scarcity of key skills, while remuneration structures are appropriately tailored to role types and local market conditions. 2 FAIRNESS AND TRANSPARENCY We are committed to maintaining reward practices that are transparent, equitable and consistently applied across the organisation. Guided by our values and commitment to inclusion, we strive to ensure that remuneration decisions are fair, objective and free from unfair discrimination. Annual pay gap analyses support our ongoing efforts to identify and address potential disparities, promoting equitable remuneration outcomes and reinforcing trust across our workforce. 3 LIVING WAGE COMMITMENT As part of our commitment to responsible employment practices and social sustainability, we seek to provide remuneration that supports a reasonable standard of living and promotes employee wellbeing. Entry-level remuneration exceeds generally accepted living wage benchmarks and, in most jurisdictions, is positioned above negotiated minimum rates. In addition, employer-subsidised benefits at lower organisational levels strengthen our Employee Value Proposition and support the financial resilience and wellbeing of our workforce. 5 4 3 2 1 7 6 Reward: A key component of the Employee Value Proposition REMUNERATION PRINCIPLES HC 1 4 5 6 7 2 3 SASOL INTEGRATED REPORT 2026 149 SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY INTRODUCTION DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE SUMMARISED FINANCIAL PERFORMANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
Component Strategic intent/design principles FIXED PAY AND BENEFITS • Attraction and retention of employees. • Internal equity and external sector-competitiveness. • Recognition of experience, competence and performance which informs a distribution around the market median. • Benefits are designed to be geographically and role-appropriate. Employees are expected to participate in private or state provided health insurance plans which in some cases are enhanced through top-up plans. Health insurance costs for lower level employees may be subsidised through employer contributions. • All our employees can participate in a retirement fund which may include an employer contribution. SHORT-TERM INCENTIVES (STI)1 • Promote value creation through safe and sustainable performance informed by financial and non-financial key priorities measured at Group, Business Unit and Individual levels. • Fatality penalties are applied on short-term incentive outcomes for all eligible participants. LONG-TERM INCENTIVES (LTI)1 • Alignment with shareholders’ long-term value creation. • Attraction and retention of senior employees and employees with scarce skills and/or critical skills. • Vesting conditions include a combination of performance and time-based criteria to support longer-term decision making and support retention efforts. • Minimum shareholding and post-cessation shareholding requirements for Executive Directors and Prescribed Officers promote longer-term decision making. FIXED PAY AND BENEFITS Eligibility and frequency of payment/settlement • All permanent and non-permanent employees are paid on a monthly basis except in the USA where payments are made bi-weekly in line with market practice. • Benefit structures follow local market practice or statutory minimum requirements. SHORT-TERM INCENTIVES1 • Subject to local market practice, permanent employees may be eligible to participate in a short-term incentive plan. • Production bonus plans may be implemented where these enhance line of sight. LONG- TERM INCENTIVES1 • Annual awards are made for eligible employees in senior management and leadership roles. • Half-yearly awards may be made in cases of new appointments or promotions to eligible role categories. • Dividend equivalents are awarded at the vesting date(s) to the extent that vesting conditions have been achieved and dividends have been declared. 1 Malus and Clawback Policy and Executive Compensation Recovery Policy apply to all variable pay awards 2 Negotiated agreement to defer to FY27 3 IPF: Individual Performance Factor 4 Where market practice or workplace agreement excludes the usage of an IPF, the formula excludes such 5 Average across Mining, Chemicals and Petroleum bargaining sectors. Remuneration Policy summary The following tables provide summarised information pertaining to the different pay components of our FY26 Remuneration Policy: Minimum shareholding requirement (MSR) as a percentage of annual pensionable remuneration • President and CEO: 300% • Group Chief Financial Officer: 200% • Other Executive Directors and Prescribed Officers: 100% Executive Directors have five years and Prescribed Officers have six years from appointment to reach the required minimum shareholding. Vested LTIs have to be retained (after settlement of taxes), and not sold, until the MSR is achieved. A post-cessation shareholding requirement of 18 months post service termination is in place. The final MSR has to be retained for 12 months and 50% thereof, for a further 6 months’ period after the executive’s service has terminated. Remuneration outcomes FY26 A snapshot of pay decision outcomes which were taken by the Committee in terms of the approved FY26 Remuneration Policy, detailed further in the Implementation Report in Part III: Component Key Committee decisions FY26 FIXED PAY AND BENEFITS • Employees not included in collective bargaining units: • The cost of annual salary increases (effective 1 October 2025) which includes market adjustments where applicable reflects the cost discipline in the organisation. SA: 4,13%, US: 1,73%, Germany: 1,72%, Italy: 1,81%, Mozambique: 4,31%. Details about market adjustments for members of the GEC are included on page 164 • Employees covered by collective bargaining/co-determination agreements: - Increases in most jurisdictions are determined under multi-year agreements set over two to three years - SA: average⁵ 5,5%; Germany: 0%2; Italy: 0,86%; Mozambique: 5,6%. Implementation dates vary according to agreements SHORT-TERM INCENTIVES1 • For senior leaders in Expertise, Leadership and Group Leadership roles (221 as at 30 June 2026), the final STI amount was calculated as follows: - TGP or Base Salary x Target Incentive % x (Group Score 80% + IPF3 20%) less fatality penalty. • For all other employees, the STI was calculated as follows4: - TGP or Base Salary x Target Incentive % x Group STI% (less fatality penalty) x IPF3 %. • The following percentages reflect the FY26 Group STI outcome: - Members of the GEC: 89,5% (out of a target of 100% and maximum potential of 150%) - Rest of participants between 89,5% and 93,5% depending on the role category and entity in which employees are employed (out of a target of 100% and a maximum potential of 150%). - The incentive plans for non-managerial employees resulted in final scores of between 91,5% and 93,5%. LONG-TERM INCENTIVES1 • Executive Directors and Prescribed Officers: - 50% of the FY24 Performance LTIs will vest in FY27 at 72%, (out of a target of 100% and stretch target of 200%) based on performance against the CPTs over the period 1 July 2023 to 30 June 2026. - The remaining 50% of the performance LTIs as well as the Restricted LTIs granted in FY24, will vest in FY29 subject to continued employment vesting conditions. This is in line with the approved FY24 Remuneration Policy. - The LTIs that were previously subject to the delivery of 300MW of Renewable Energy by 31 December 2026, will vest in FY27 as this target has now been met. REMUNERATION AT A GLANCE CONTINUED SASOL INTEGRATED REPORT 2026 150 SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY INTRODUCTION DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE SUMMARISED FINANCIAL PERFORMANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
Dear stakeholders FY26 marked an important year in the execution of Sasol’s strategic agenda. Building on the strategic direction articulated at the 2025 Capital Markets Day, Sasol continued to advance its plans to strengthen, grow and transform the business, supported by a disciplined financial framework. Throughout the year, the Committee carefully considered progress against these strategic commitments to ensure that remuneration outcomes remained aligned with performance, strategy execution and sustainable long-term value creation. DR. MARTINA FLÖEL // Chairman of Remuneration Committee PART I: REMUNERATION COMMITTEE CHAIRMAN’S BACKGROUND STATEMENT I am pleased to present the Remuneration Report for the financial year ended 30 June 2026. FY26 marked an important year in the execution of Sasol’s strategic agenda. As the Company progressed its plans to strengthen, grow and transform the business in an evolving global environment, the Committee remained focused on ensuring that our Remuneration Policy and outcomes continued to support the delivery of our strategic objectives, sustainable performance and long-term value creation. During FY26, the Committee focused on: • Aligning remuneration outcomes with Sasol’s strategic priorities and long-term value creation objectives. • Recognising performance across the Group, Business Units and individual employees. • Reviewing the Remuneration Policy to ensure continued alignment with strategy, governance requirements and shareholder expectations. • Retaining key and critical talent while maintaining a disciplined approach to cost management in a challenging macroeconomic environment. KEY MESSAGES The Remuneration Committee remains focused on ensuring that our reward framework supports Sasol’s strategic ambitions, incentivises the achievement of both short- and long-term priorities, reflects shareholder expectations and enables the attraction and retention of critical talent. Our unwavering commitment to safety remains a fundamental consideration in all discussions relating to performance, behaviour and remuneration outcomes. In addition to its review of the forward-looking Remuneration Policy detailed in Part II, the Committee also considered and approved market-related, competitive remuneration structures for FY27. As Sasol continued to advance its strategic agenda, the Committee carefully considered the Group’s performance against agreed targets and assessed whether performance measures and milestones remained appropriately aligned with the achievement of Sasol’s priorities over the short- and long-term periods. Shareholder feedback and engagement We value the continued engagement and support of our shareholders. At the 2025 Annual General Meeting, the Remuneration Policy received 93,93% shareholder support, while the Implementation Report received support of 97,43%. In June 2026, I, together with management, met with major institutional shareholders ahead of the FY27 remuneration cycle to discuss policy developments and remuneration structures. Shareholder feedback was carefully considered and, where appropriate, incorporated into the FY27 remuneration framework, further strengthening the alignment between remuneration, performance and sustainable long-term value creation. SASOL INTEGRATED REPORT 2026 151 SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY INTRODUCTION DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE SUMMARISED FINANCIAL PERFORMANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
PART I: REMUNERATION COMMITTEE CHAIRMAN’S BACKGROUND STATEMENT CONTINUED During the year under review, the Remuneration Policy was formally reviewed against prevailing market practice and the remuneration frameworks of relevant peer companies to assess its continued competitiveness, appropriateness and alignment with Sasol’s strategic objectives. The review did not identify any material gaps or strategic considerations requiring policy changes, but the policy was updated to ensure alignment with the changes to the Companies Act 71 of 2008, as amended by the Companies Amendment Act 16 of 2024 – South Africa (Companies Act) sections 30A and 30B, the JSE Listings Requirements and Principle 11 of the King V Report on Corporate Governance™ in South Africa, 2025. Accordingly, the Committee elected to retain the core principles and overall structure of the Remuneration Policy, recognising that stability and consistency support the successful execution of Sasol’s strategy. No material changes were made to the Policy framework, although annual incentive design principles (including the formula used in the calculation of incentives) and performance targets were refined to reflect the Group’s evolving strategic priorities. The Committee will continue to monitor external developments and shareholder expectations to ensure that the Policy remains fit for purpose. The Committee also ensured that the FY26 incentive frameworks remained closely aligned with the delivery of Sasol’s strategic priorities. The annual incentive framework was refined to strengthen accountability for the execution of key near-term priorities focused on improving operational performance, strengthening cash generation and supporting the delivery of commitments made at the 2025 Capital Markets Day. To further strengthen capital discipline and cash generation, the sustenance capital expenditure target was incorporated into the free cash flow to turnover metric, enhancing the relationship between operational performance, capital allocation and cash outcomes. The long-term incentive framework was similarly refined to support the delivery of Sasol’s strategic priorities over the FY26 – FY28 performance cycle. The Return on Invested Capital (ROIC) measure was temporarily replaced with performance measures that more directly support the Group’s current focus on strengthening the foundation business, improving financial resilience and reducing net debt. The Committee intends to reconsider the inclusion of ROIC as the capital investment programme progresses and value creation priorities evolve. New LTI measures were introduced to drive sustained improvement in cash generation and operational resilience, including a target for the International Chemicals business to achieve an EBITDA margin of 15% by FY28, and for the South African business, a target to reach a breakeven oil price of US$50 by FY28. Legal and Regulatory Update On 22 May 2026, sections 30A and 30B of the Companies Act came into force with immediate effect. These sections replace the previous non-binding advisory voting regime under the JSE Listings Requirements with an ordinary vote regime. Specifically: • Section 30A provides that the Remuneration Policy, detailed in Part II of this Report, must be presented at the AGM for approval by shareholders through an ordinary resolution every three years or whenever a material amendment to the policy is made, whichever occurs first. • Section 30B provides that the Remuneration Report, comprising the Background Statement, a copy of the Remuneration Policy, and the Implementation Report must be presented at the AGM for approval by shareholders through ordinary resolution every year. Section 30B also introduces certain remuneration disclosures that must be made in the Implementation Report, detailed in Part III of this Report. Regulatory compliance Our reporting complies with the: JSE Limited (JSE) Listings Requirements IR AFS United States Securities and Exchange Commission (SEC) rules and regulations 20-F South African Companies Act 71 of 2008, as amended IR AFS King IV and V™ Reports on Corporate Governance for South Africa IR AFS The Committee’s focus for the year under review To ensure that Sasol’s remuneration practices remain competitive, fit for purpose and aligned with the Group’s strategy, the Committee undertook the following key activities during FY26: • Reviewed and approved the executive remuneration mix against relevant market benchmarks, informed by advice from the independent remuneration advisor. • Approved the annual salary increase budgets for the workforce. • Approved salary increases (and some market adjustments) for Prescribed Officers and recommended to the Board for approval salary increases for the Group Company Secretary, the Chief Assurance Officer and the Executive Directors. These included market adjustments where appropriate. • Approved the design principles and performance targets applicable to the FY26 short-term and long-term incentive plans. • Reviewed remuneration practices, policy provisions and reward structures against market developments and relevant peer companies. • Reviewed horizontal and vertical pay gap analyses across our operations with more than 200 employees, confirming the absence of systemic discriminatory remuneration practices. In South Africa, this included both race- and gender-based pay equity assessments, as well as the remuneration gap review prescribed by section 30B of the Companies Act. • Considered people-related risks and trends as reported through the Group’s risk management processes. • Assessed whether any circumstances arose requiring the application of the Malus and Clawback Policy and confirmed that no such intervention was necessary during the year. • Conducted a scheduled review of and approved remuneration-related policies, including those dealing with minimum shareholding requirements, malus and clawback provisions and executive remuneration recovery mechanisms. • Considered shareholder voting outcomes, investor feedback and external advisor commentary on the Remuneration Report, and reviewed opportunities to further enhance remuneration disclosures and stakeholder engagement. • Reviewed the Committee’s Terms of Reference and annual work plan and approved the continued appointment of the independent remuneration advisor (Deloitte SA), for the next financial year. In the context of developing a compelling employee value proposition, the Committee also considered initiatives aimed at strengthening organisational effectiveness, inclusion and sustainable performance. In this context, the return of South African office-based employees to the office environment, five days per week, was supported as a means of enhancing collaboration, accountability and cross-functional integration in support of Sasol’s strategic priorities. SASOL INTEGRATED REPORT 2026 152 SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY INTRODUCTION DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE SUMMARISED FINANCIAL PERFORMANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
PART I: REMUNERATION COMMITTEE CHAIRMAN’S BACKGROUND STATEMENT CONTINUED During the year, Sasol’s South African operations implemented a revised retirement fund strategy that intends to consolidate the number of retirement funds available to employees from four to two. This harmonisation enabled the introduction of a more cost-effective and enhanced group risk benefit structure for participating employees. The implementation commenced during the second half of FY26 and is expected to be finalised in FY27. In addition, the Committee reviewed workforce trends, including gender representation and workforce turnover with a particular focus on the Group’s ability to attract, retain and advance key talent segments. Consistent with emerging governance expectations and Sasol’s commitment to transparency, we voluntarily decided to disclose in the Implementation Report, the gender pay gap for our South African workforce, reinforcing our commitment to fairness, responsible governance and an inclusive workplace culture. Remuneration outcomes align with business outcomes FY26 represented a year of continued operational and financial recovery for Sasol. The Group delivered a materially improved performance relative to prior years, supported by stronger operational execution, improved production volumes, disciplined cost management and positive free cash flow generation. Performance against sustainability objectives was mixed, but the Committee was very pleased with the significant improvements in the Process and Occupational Safety performance. Notwithstanding these improvements, the Group suffered the tragic loss of two employees. The Committee extends its sincere condolences to their families, colleagues and loved ones. Safety remains an area of continued focus for management and the Board. Against this backdrop, the Committee considered the outcomes of both the annual Short-term Incentive (STI) and Long-term Incentive (LTI) plans. While financial performance improved meaningfully, certain financial measures remained below target. At the same time, management delivered strong operational, strategic and sustainability outcomes that support the long-term resilience, competitiveness and value creation potential of the business. The Committee therefore exercised its judgement within the approved policy framework to ensure that remuneration outcomes appropriately reflected both the improved financial performance and the delivery of critical strategic objectives. Accordingly, the Committee approved an FY26 STI outcome that recognises the strong delivery while remaining aligned with the Group’s affordability position. In respect of the FY24 LTI awards vesting in FY27, the Committee approved outcomes that reflected performance over the three-year period, including progress against the Group’s ESG commitments, balanced against outcomes on certain financial and shareholder return measures. There was no trigger identified in the past year to implement the Clawback and Malus or the Executive Recovery Policies. Fit for purpose incentive designs The Group’s incentive plans continue to motivate and reward employees in a manner that enables operational performance, reinforces desired behaviours and promotes sustainable value creation. Recognising the critical contribution of operational employees, plant-level production incentive plans in Southern Africa remained in place during FY26. These plans are designed to be simple, transparent and focused on the safe, efficient and reliable delivery of operational outcomes, while supporting an inclusive performance culture. The overall cost of these plans remains capped at the equivalent cost of partial participation (~15% – 40% of the STI target amount per role category) in the Group’s STI plan. During FY26, the Group introduced the My Marketing and Sales Incentive Plan as a pilot initiative. The pilot is intended to evaluate the effectiveness of a more tailored incentive approach for marketing and sales roles, consistent with the Group’s remuneration principles. The review at the end of the year confirmed that this Plan did not meaningfully change the performance and will therefore be reviewed in FY27. Top Up: LTI Pool In 2022, shareholders approved an allocation of shares equivalent to 5% of the Company’s issued share capital to support future LTI awards. Owing primarily to the significant depreciation in the Sasol share price since then, the approved share pool is expected to be fully utilised earlier than originally anticipated. Having considered alternative approaches, including cash-settled awards, we concluded that equity-settled awards remain the most appropriate mechanism to align executives’ interests with those of shareholders. Accordingly, we will seek shareholder approval at the 2026 AGM to replenish the LTI pool to 5% of the Company’s issued share capital, which, based on current modelling assumptions, is expected to support future awards until at least 2032. Looking Forward: FY27 In preparation for the FY27 Remuneration Policy review, I, with members of management, engaged with major institutional investors representing approximately 40% of issued share capital to discuss proposed policy refinements. The Committee carefully considered the feedback received and incorporated those recommendations that were aligned with the Group’s remuneration philosophy, strategic priorities and governance objectives. A key policy change is the removal of the Individual Performance Factor from the calculation of short-term incentive awards for members of the Group Executive Committee. As a result, STI outcomes for the GEC will be determined solely based on performance against the Group STI scorecard, consistent with prevailing market practice. There will be no change to the Performance Management Policy. The FY27 Remuneration Policy presented in Part II of this Report will be tabled for shareholder approval at the November 2026 AGM. Independent Advisor During the year, the Committee engaged external advisors as required to support the effective discharge of its responsibilities. Following a formal procurement process, Deloitte South Africa was appointed as the Committee’s independent remuneration advisor and attended Committee meetings from 1 September 2025. The Committee is satisfied that the advisor operated independently throughout the year and complied with all applicable governance and independence requirements. Closing The Committee remains committed to maintaining a remuneration framework that is fair, responsible and aligned with Sasol’s strategic priorities, values and long-term objectives. We believe that the remuneration outcomes reflected in this report appropriately recognise performance, support the successful execution of our strategy and promote sustainable long-term value creation for shareholders and other stakeholders. We thank our shareholders for their continued engagement and support and look forward to ongoing constructive dialogue as we continue to strengthen, grow and transform Sasol. DR. MARTINA FLÖEL Chairman of Remuneration Committee 28 August 2026 SASOL INTEGRATED REPORT 2026 153 SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY INTRODUCTION DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE SUMMARISED FINANCIAL PERFORMANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
PART II: SECTION A – REMUNERATION POLICY Overview of remuneration elements Subject to shareholder approval being obtained under section 30A of the Companies Act, this Remuneration Policy will operate on a forward-looking basis for FY27 to FY29, and will remain subject to periodic review by the Committee to ensure that it remains fit for purpose. Fixed Pay Base salary or Total Guaranteed Package (TGP) is offered depending on location. TGP (in SA) includes the base salary and the cost of all employer contributions to approved benefit funds. Broad pay bands are set with reference to location and sector median benchmarks that reflect the complexity, scope and scale of our business to ensure that we attract and retain the employees required to drive the Group’s strategic objectives. The Committee approves the cost of annual increases after considering market and economic data as well as affordability. Individual increases are approved by the Committee (for Prescribed Officers) and the Board (for the Executive Directors and the Company Secretary) having regard to the benchmarks, budgets and individual performance. Application Salaries are paid monthly in all jurisdictions, except in the United States where bi-weekly payments are processed. In Germany, annual salaries are divided by 13 to enable payment of a 13th cheque in November. Annual salary increases are effective 1 October. Market or internal equity adjustments are approved when considered appropriate. Benefits and Allowances Benefits include, but are not limited to, membership of a retirement plan, healthcare, and risk cover which in some cases may be partly subsidised by the Company. • Informed by market practice, Executives can structure a car allowance from their TGP, or a dedicated Company-owned vehicle may be provided, depending on location. • Leave benefits are globally aligned and unused leave is paid out at service termination. • Additional benefits and allowances are offered to employees on expatriate assignments. • A chauffeur service is available for business travel and occasional private use and taxed accordingly. Application Benefits are designed in accordance with the relevant market practice for each jurisdiction within which we operate. Benefits are offered for retirement, for reasons of sickness, including health insurance, temporary and permanent disability, incapacity, or death. TO BE UPDATED EXECUTIVE REMUNERATION Where the Committee determines that a material amendment to this policy is necessary before the three-year approval cycle lapses, such amendment will be disclosed and the revised Remuneration Policy will be resubmitted to shareholders for fresh approval prior to implementation. The Committee is responsible for determining whether a proposed amendment is material, considering its likely effect on remuneration outcomes and shareholder expectations. This Remuneration Policy is designed to operate as an enduring framework setting out the Group’s policy on remuneration, with detail specific to each financial year disclosed separately in Part III, the Implementation Report, for the relevant financial year. Part II is divided into two sections: Section A sets out the Policy principles applicable to executive management; Section B sets out the Policy principles for the wider workforce. SASOL INTEGRATED REPORT 2026 154 SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY INTRODUCTION DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE SUMMARISED FINANCIAL PERFORMANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
Short-term Incentive We apply a single STI plan based on a Group Scorecard. The detailed targets and weightings in the Group Scorecard are approved at the August Committee meeting for the new financial year, ensuring alignment with the strategic priorities. Target incentive percentages are aligned with the market median. The Committee will annually determine the appropriate split between financial targets and non-financial KPIs which incorporate a focus on economic, social and environmental objectives. The Group Scorecard contributes 100% to the STI calculation (after the application of penalties or moderation as appropriate). To safeguard the affordability of incentive outcomes, the Committee will at the start of the new financial year, determine the affordability guardrails considering the prevailing business circumstances. The Group Scorecard is designed to evaluate outcomes against metrics set at threshold (0%); target (100%) and stretch (150%). Where appropriate, a straight-line between these points determines the final outcomes. The Malus and Clawback Policy applies to all variable pay awards, as does the Sasol Executive Compensation Recovery Policy. Application The Committee regularly reviews year-to-date performance against the Group STI Scorecard. The Committee will from time to time review the appropriateness of the Fatality penalty and its application to the final STI calculation. The CEO, subject to Committee approval, may apply a discretionary modifier of between 50% and 150% at year-end. This mechanism is intended to recognise the extent to which a BU has contributed to or detracted from Group performance, particularly in relation to free cash flow generation and the achievement of sustainability objectives. The Committee approves the final Group STI outcomes in the August meeting after the end of the financial year, also considering affordability and overall organisational performance. The Committee applies its discretion in terms of the final STI score. Approved pay-outs are processed with the September salary. STI performance outcomes for FY26 are set out on page 166 Overview of remuneration elements continued EXECUTIVE REMUNERATION VARIABLE PAY Group1 100% Weighting used in STI calculation Financial: In a range of 70% to 80% Non-financial: In a range of 20% to 30% KPI Split PART II: SECTION A – REMUNERATION POLICY CONTINUED On-target Max CEO CFO Other GEC members The absolute maximum of pay-outs is set at: 90% 75% 115% 173% 135% 113% X X – = Role Category Target Factor % Fatality Penalty Factor Annual TGP or Base Salary STI Group 2 Performance Factor (0% – 150%) 1 Group STI scorecard after the application of the fatality penalty as applicable 2 Could be modified at the discretion of the Committee SASOL INTEGRATED REPORT 2026 155 SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY INTRODUCTION DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE SUMMARISED FINANCIAL PERFORMANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
Overview of remuneration elements continued Long-term Incentive Plan We offer a single LTI plan to all eligible participants, which is Equity- or Cash-settled. LTI grants are awarded annually to eligible employees, where the underlying value is tied to the market value of a Sasol ordinary share for Southern African participants or an American Depositary Receipt (ADR) for international participants, subject to vesting conditions. Annual awards are made with reference to a percentage of base pay or TGP, and a number of factors including local market practice, individual performance, the organisation’s requirement for skills retention and contribution to long-term achievement of corporate performance targets. Vesting of awards is subject to the achievement of Corporate Performance Targets (CPTs) and/or service criteria. The CPTs are aligned to the strategic priorities of the Group, and are designed to ensure delivery of those medium- to long-term objectives. LTI grants are linked 100% to Corporate Performance Targets and have a performance-based vesting period of three years. EXECUTIVE REMUNERATION VARIABLE PAY Minimum Shareholding Requirement (MSR) and Post-cessation Holding Requirements MSRs are determined in accordance with the Group MSR Policy, as amended from time to time. MSRs are applicable to all Executive Directors and Prescribed Officers and are stated as a percentage of annual pensionable salary on the appointment date, or as reviewed thereafter: • President and CEO: 300% • Group Chief Financial Officer: 200% • Other Executive Directors and Prescribed Officers: 100% Prescribed Officers are allowed a period of six years to attain the MSR and Executive Directors a period of five years. Participants are required to retain the vested after-tax shares until the MSR has been met whereafter they may elect to either sell or retain the vested shares above the MSR level as held in personal beneficial holdings. The post-cessation holding requirement applies for a period of 12 months post service termination or when the employee is no longer a Prescribed Officer. Thereafter, it reduces to 50% of the MSR for a further six months. PART II: SECTION A – REMUNERATION POLICY CONTINUED Application LTIs form an important part of our reward mix and are governed by the 2022 LTI Plan Rules approved by shareholders. Target award levels as well as the corporate performance targets are regularly reviewed to ensure ongoing market competitiveness and alignment to strategic priorities over the medium to long term. The Committee considers the potential impact of windfall gains/ windfall losses at the vesting date and is required to apply fair and transparent discretion where this may result in unintended consequences. Employees leaving Sasol’s service for reasons of dismissal, resignation or mutually agreed separation forfeit outstanding LTI grants. For ‘good leavers’, being employees whose service terminates due to retirement, retrenchment, ill-health or disability, outstanding awards are retained. Vesting conditions remain in place, subject to the Committee’s discretion. The target and maximum pay-outs are as follows: LTI On-Target1,2 Maximum3 Performance LTIs CEO CFO Other members of the GEC 125% 110% 150% 300% 250% 100% 220% 1 Calculated as a percentage of Annual TGP or Base Salary 2 On-target award: The on-target award may be determined within a range around the target level, at the discretion of the Committee or Board, as appropriate, having regard to individual performance, retention risk, and the scarcity of critical skills. 3 Maximum award: An increase in the on-target award level will not result in a corresponding increase in the maximum award opportunity, even where stretch performance is achieved. The maximum pay-out is capped and excludes the impact of any share price appreciation. SASOL INTEGRATED REPORT 2026 156 SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY INTRODUCTION DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE SUMMARISED FINANCIAL PERFORMANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
Overview of remuneration elements continued Clawback and Malus The Clawback and Malus policy as amended from time to time applies to all awards made under the STI and LTI plans. Clawback Policy This policy refers to the recoupment, during a period of up to three years after the payment/settlement of an award, from a current or former recipient of an award. Trigger events for the Clawback policy include: • the discovery of a Material misstatement resulting in an adjustment to the Company’s audited accounts (or the audited accounts of any Sasol Group company); • the discovery that any information or the assessment of any performance condition(s) used to determine an award was based on erroneous, inaccurate or misleading information, resulting in a Material error in the calculation of an award; • any act of, or omission by, the participant that directly or indirectly contributed to any inaccuracy, error or misleading information referred to above; • the discovery of an event that occurred prior to award, vesting or accrual that has led to the censure of the Company or any Sasol Group company by a regulatory authority, or has had a Materially detrimental impact on the reputation of the Company or the Sasol Group, and which event was caused by or ought reasonably to have been prevented by the participant; • the discovery of an event that occurred prior to award, vesting or accrual that amounted to a Material failure of, or error in, risk management or financial management, which was caused by or ought reasonably to have been prevented by the participant; and/or • the discovery of conduct that occurred prior to award, vesting or accrual which, in the reasonable opinion of the Committee, constitutes gross misconduct by the participant. An Executive Compensation Recovery Policy in line with SEC requirements and applicable to Executive Directors and Prescribed Officers (Executive Officers) is in place. Where the Company is required to prepare a Restatement due to material noncompliance with any financial reporting requirements, the provisions of the Recovery Policy will govern the recovery of erroneously awarded compensation from Executive Officers. Where the provisions of the Recovery Policy are not triggered, the provisions of the Clawback and Malus Policy will apply. These policies are available on request. Malus Policy The policy refers to the reduction and forfeiture in full or in part of an award before the relevant vesting date or accrual date. Trigger events for the Malus policy are: • the Company financial statements having been materially restated (other than a restatement due to an appropriate change in accounting policy or to rectify a minor error); • the discovery that any information or the assessment of any performance or other condition(s) used to determine an award was based on erroneous, inaccurate or misleading information, and led to a Material error in the calculation of an award; • the Company having suffered a Material downturn in its financial performance; • the Company at any time suffered a Material failure or error in risk management or financial management (which failure or error was caused by or ought reasonably to have been prevented by the participant); • the Company having been censured by a regulatory authority, which censure was caused by or ought reasonably to have been prevented by the participant; • the participant having deliberately misled the Company on the financial performance or position of the Company; • the participant’s actions having amounted to misconduct or poor work performance that did not result in a termination of employment; and/or • any other matter which, in the reasonable opinion of the Committee, is required to be considered to comply with prevailing legal and/ or regulatory requirements. Initial Assessment May escalate to the Board as needed Employee Representation Investigation and Recommended action Remuneration Committee Evaluation Trigger event identified Documentation and Reporting Decision and Implementation Assessment of findings and evaluation of impact Opportunity provided to submit representations on proposed action Determine severity and impact, level of accountability EXECUTIVE REMUNERATION PART II: SECTION A – REMUNERATION POLICY CONTINUED The process which will be followed in the eventuality that a Trigger event is identified, to ensure that any exercise of discretion is procedurally and substantively fair: SASOL INTEGRATED REPORT 2026 157 SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY INTRODUCTION DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE SUMMARISED FINANCIAL PERFORMANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
Remuneration Committee: Risk and Governance Sasol conforms to all applicable statutes and remuneration regulations and governance codes in the different jurisdictions where it conducts business and the Committee conducts itself in accordance with its Terms of Reference as amended from time to time. The Committee is appointed by the Board to assist in ensuring that the Group pays its employees in a fair, responsible and transparent manner by putting in place affordable, competitive and equitable reward systems that encourage the accomplishment of strategic goals and favourable results over the short, medium and long term. Following careful evaluation of performance in relation to the pre-approved targets that have been established for the performance period, all incentive pay-outs and the vesting of performance LTIs are authorised. Salary increases are approved individually by the Committee for Prescribed Officers and by the Board for Executive Directors, the Chief Assurance Officer and the Group Company Secretary. Members of management are recused from meetings when matters impacting their own remuneration are discussed. In these meetings, the Committee discusses and confirms all decisions taken without management present. The Committee ensures effective risk management oversight in relation to material remuneration risks within its scope. The following processes mitigate against unintended outcomes and risks: The Committee considers people related risks on a quarterly basis. The Remuneration Policy is transparent and made available to all stakeholders. All executive reward policy exceptions are approved by the Committee or the Board, as appropriate. Incentive plan design principles and targets as well as the reward mix are reviewed annually to ensure alignment with strategy and the market. The vesting of LTI plans is subject to corporate performance and/or time-based criteria. Grants are never backdated nor awarded in a closed period. Executives do not approve their own benefits or remuneration and are recused from all discussions relating to their own remuneration. The maximum incentive awards, based on performance outcomes, but not share price movement, are capped by a pre-approved formula. The Committee retains discretion to alter any reward outcomes or deviate from this Policy if this is considered to be in the best interests of the Company. MSRs and post-cessation shareholding requirements are implemented for Executive Directors and Prescribed Officers. A comprehensive Malus and Clawback Policy as well as an Executive Compensation Recovery Policy apply. www The Committee’s Terms of Reference and the Group Remuneration Policy are available on our website: www.sasol.com PART II: SECTION A – REMUNERATION POLICY CONTINUED SASOL INTEGRATED REPORT 2026 158 SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY INTRODUCTION DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE SUMMARISED FINANCIAL PERFORMANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
The use and application of remuneration benchmarks The Remuneration Committee is responsible for approving the comparator group used for remuneration benchmarking. The comparator group is designed to reflect the market within which the Company competes for executive talent and typically includes organisations of comparable scale, complexity, geographic reach and industry profile. In assessing comparability, the Committee considers factors such as enterprise value, revenue, market capitalisation, business model and operational complexity. The peer group is reviewed periodically to ensure its continued relevance and to reflect changes in the Company’s strategic positioning and the external market environment. The peer group includes a balanced combination of companies that have a primary listing on the JSE Ltd and international chemicals and energy companies, and includes those with a broadly similar geographic footprint and/or product suite and enterprise value. For the calculation of the executive paylines in South Africa, Germany and the US, a cost-of-living factor between these countries and the countries where the data originates is applied. International data is converted by using a historical 18 month average exchange rate to moderate foreign exchange rate volatility. The Committee will review the composition of the peer group annually to ensure its continued relevance and appropriateness. Changes to the individual companies included in the peer group will not constitute a material amendment to this Policy. Any changes to the peer group, from time to time, will be disclosed accordingly. Peer group used for Executive remuneration benchmarking purposes For FY27, the following table sets out the approved comparator group applicable for executive remuneration benchmarks. JSE listed sub-group (~47%)1 Chemicals sub-group (~27%) Energy sub-group (~27%) AngloGold Ashanti plc Clariant AG CVR Energy Inc Bidvest Group Ltd Evonik Industries AG HF Sinclair Corp Gold Fields Ltd Huntsman Corp Origin Energy Ltd Harmony Gold Mining Ltd Lanxess AG Repsol S.A. Impala Platinum Holdings Ltd Kumba Iron Ore Ltd Valterra Platinum Ltd2 Retention awards and Buy-out awards The Buy-Out and Retention Award Policies may be used in the recruitment and retention of current or prospective employees either as part of compensation for variable pay awards forfeited with the previous employer due to the resignation, or for retention purposes. The Committee or the Board, as appropriate, may approve retention awards in cash and/or LTIs where there is a demonstrable retention risk relating to individuals occupying critical roles or possessing scarce skills. Retention awards will be used selectively and only where other remuneration mechanisms are considered insufficient to mitigate the identified retention risk. Such awards will be subject to specified vesting, forfeiture, malus and clawback provisions. In all cases, retention, buy-out or sign-on awards are subject to work-back periods. In cases where the work-back period is not completed, LTIs are forfeited, and cash awards must be repaid. Peer group used for relative Total Shareholder Return (rTSR) purposes in the LTI plan The table below outlines the companies in the peer group, equally weighted, and used in respect of the rTSR target for the FY27 LTI award. JSE listed sub-group Chemicals sub-group Energy sub-group AECI Ltd Arkema S.A. Aker BP ASA African Rainbow Minerals Ltd Dow Inc Devon Energy Corp Exxaro Resources Ltd Eastman Chemicals APA Corp Glencore plc Lanxess AG Imperial Oil Ltd Impala Platinum Holdings Ltd LyondellBasell Industries N.V. Ovintiv Inc Valterra Platinum Ltd2 Evonik Industries AG Repsol S.A. Executive service contracts • Members of the GEC have permanent employment contracts with notice periods ranging from three to six months. • The contracts provide for salary and benefits as well as participation in incentive plans based on Group, Business and individual performance as approved by the Board. • GEC participants who are members of a South African Retirement Fund are required to retire from the Group and as Directors from the Board at the age of 60, unless they are requested by the Board to extend their term. • Perquisites offered to the members of the GEC are disclosed in the Implementation Report. • Executive employment contracts currently exclude restraint-of-trade provisions but do contain confidentiality obligations. No additional payments are made for loss of office or change of control of the Company. 1 Weighting in the total peer group 2 Anglo American Platinum Ltd (Amplats) post name change PART II: SECTION A – REMUNERATION POLICY CONTINUED SASOL INTEGRATED REPORT 2026 159 SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY INTRODUCTION DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE SUMMARISED FINANCIAL PERFORMANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
Termination arrangements applicable to Group Executive Committee (GEC) including Executive Directors and Prescribed Officers PART II: SECTION A – REMUNERATION POLICY CONTINUED t ie, retrenchment, redundancy, retirement or other ie, resignation, mutually agreed separationPolicy componen reasons included under the definition of ‘good leaver’ as stipulated in the Sasol LTI Plan Rules (2022) REMUNERATION VOLUNTARY TERMINATION INVOLUNTARY TERMINATION Base salary or TGP Payable up to the last day of service including the notice period either in exchange for service or in lieu of the notice period. Payable up to the last day of service including a three-to-six month notice period. Health insurance Benefit continues up to the last day of service. Benefit continues up to the last day of service; SA employees who qualify for the post-retirement subsidy continue to receive the employer’s contribution on condition that they remain a member of the employer plan. Retirement and risk plans Employer contributions are paid up to the last day of service. In most countries, the employee is entitled to the full value of the investment fund credit and any returns thereon; alternatively benefits under (now closed) Defined Benefits Funds in our European operations. Severance payments Subject to Committee or Board approval, an ex gratia separation package may be agreed upon and will be disclosed in the Implementation Report. A severance package calculated with reference to either the entity policy or framework, or local statutory requirements. Any packages paid out will be disclosed accordingly. STI If the Executive resigns on or after 30 June, there is an entitlement for consideration of the STI which may have been approved for the previous financial year, subject to the achievement of performance targets. Provided the employee was employed for a period of at least three months of the financial year, a pro-rata incentive may be considered for the period in service during that financial year subject to an incentive being approved for the rest of the workforce in that OME or location. LTI All unvested LTIs are forfeited. All vesting conditions remain unchanged. In the case of death, vesting is accelerated. The Committee, considering the interests of shareholders and the Company, retains the discretion to make decisions which align with the remuneration philosophy, including in respect of the treatment of good and bad leavers. No additional payments are made for loss of office or change of control of the Company. SASOL INTEGRATED REPORT 2026 160 SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY INTRODUCTION DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE SUMMARISED FINANCIAL PERFORMANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
PART II: SECTION B – KEY PRINCIPLES OF SASOL’S REMUNERATION POLICY FOR THE WIDER WORKFORCE (EXCLUDING EXECUTIVE OFFICERS) Employee Share Savings Plan (South Africa) The Employee Share Savings Plan (the Plan) in South Africa has since inception created an ongoing interest in Sasol’s performance as displayed through our share price. The Plan enables employees to acquire Sasol share fractions through monthly after-tax payroll deductions, with the company matching contributions up to R7 200 per annum (subject to tax). This plan is particularly popular among employees below senior management, who represent over 98% of participants. The members of the Group Executive Committee (who are not allowed to participate in this Plan) review this matching arrangement from time to time and an amendment to this match will not constitute a material change to the Remuneration Policy. Employee Wellbeing HC Employee wellbeing remains a strategic priority. Our Wellbeing Programme is tailored to local needs and includes financial, emotional, physical, and legal support. In South Africa, where the majority of our workforce is based, the programme is digitally enabled and widely accessible. Employees across all levels have access to: • Health and risk insurance • Retirement funds • Special provisions for employees who suffer fatal injuries while in service These offerings form a core part of our total Employee Value Proposition. In cases of employee fatalities, Sasol provides additional support to affected families, reinforcing our commitment to employee wellbeing. Sasol’s remuneration philosophy is designed to support a high-performance culture, ensure fair, responsible and competitive pay, and align employee interests with long-term shareholder value. It supports our investment in Human Capital (HC), through our People Promise. Our approach is underpinned by a structured job architecture, a commitment to fair and responsible pay and a suite of benefits and incentives tailored to the diverse needs of our global workforce as well as delivery of our strategic objectives. Job Architecture and Collective Agreements Sasol’s job architecture is structured into seven broad bands, excluding the Group Executive Committee. Roles in the first three to five bands are typically governed by collective bargaining or co-determination agreements. Employee Value Proposition HC Sasol’s Employee Value Proposition programme aims to promote and support: Meaningful work, and learning and development opportunities (How we Work) Inspirational leadership, an inclusive workplace culture, a safe workplace and a diverse workforce (How we Lead) Competitive remuneration and benefits (What we Offer) Employee safety and wellbeing (Who we Are) Safety Safety is our foremost priority in all circumstances Place safety of people first Commit to safe production Customer centricity Win with customers Enhance customer experience Innovate for sustainable solutions Care Care for our people, planet and communities Caring leaders, enabling goal delivery and a strong team spirit Values Performance Own our results Understand and deliver on drivers for performance Work together for the benefit of One Sasol, one bottom line Our Employee Value Proposition is grounded in our four cultural anchors, each deeply rooted in our Values Culture HC Our Remuneration Policy is a key enabler of the culture we seek to create and support. A culture that is performance-driven, accountable and aligned with long-term value creation. By linking reward outcomes to strategic KPIs, the Remuneration Policy reinforces behaviours that foster a values-based, performance-driven culture. It ensures that remuneration practices are fair, transparent, and competitive, while promoting ethical conduct and a shared commitment to Sasol’s purpose and values. Remuneration Principles for Leadership and Senior Management For Leadership and Senior Management, remuneration principles are closely aligned with those of the Executive Directors and other GEC members, with the exception of minimum shareholding requirements. Pay levels are benchmarked against the market median using reputable survey data, and annual increases are informed by projected market movement, inflation, and affordability. The cost of annual increases is subject to the Committee’s approval. Short-term incentives (STIs) for these levels are determined with reference to the Group STI Scorecard and individual performance, or other incentive plans as appropriate for the location and sector. Participation in the Long-term Incentive (LTI) plan is discretionary and based on role criticality, retention requirements, performance and market competitiveness. Vesting is subject to performance and time-based conditions, with no accelerated vesting except in the case of death. All variable pay awards are subject to Sasol’s Malus and Clawback policy. SASOL INTEGRATED REPORT 2026 161 SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY INTRODUCTION DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE SUMMARISED FINANCIAL PERFORMANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
Supervisory, Operational and General Workers Remuneration for supervisory, operational and general workers is designed to support the attraction, retention and motivation of employees while recognising the diverse industries, labour markets and operating environments in which we operate. Remuneration structures are informed by collective bargaining arrangements where applicable, as well as market competitiveness, internal equity, skills requirements, business performance and affordability. Entry-level remuneration is benchmarked with reference to living wage standards and, in South Africa, generally exceeds applicable minimum sectoral requirements. Employees may participate in a range of remuneration elements, including allowances, benefits and performance-based incentives, as appropriate to their role, operational environment and applicable employment arrangements. Non-financial benefits may vary by location and operating context. Remuneration design principles are reviewed periodically to ensure continued alignment with our remuneration philosophy and business objectives. Operations Specific Incentive Plans Production Bonus Plan Mining (non-managerial) Group STI (with fatality penalty) LTIs have a three-year vesting period, and the vesting of all LTIs is subject to a combination of performance and time conditions EMPLOYEE SHARE SAVINGS PLAN (SA) PART II: SECTION B: KEY PRINCIPLES OF SASOL’S REMUNERATION POLICY FOR THE WIDER WORKFORCE CONTINUED TGP OR BASE SALARY SHORT-TERM INCENTIVES LONG-TERM INCENTIVES Market Position 50th percentile of the market Adjustments Based on CPI, affordability and market movements Benchmarking Remchannel (SA), KornFerry and others (International) Subject to local market practice, employees may be eligible to participate in incentive plans SASOL INTEGRATED REPORT 2026 162 SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY INTRODUCTION DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE SUMMARISED FINANCIAL PERFORMANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
Chairman and Non-Executive Director Fees PART II: SECTION C – NON-EXECUTIVE DIRECTOR FEE POLICY Non-Executive Directors (NEDs) are appointed to the Sasol Limited Board based on the competencies and experience required to guide the Group’s long-term direction and provide independent oversight of performance against strategic priorities. NEDs also hold executive management accountable for delivering results over the short, medium and long term. To attract and retain individuals of the calibre required for a complex multinational organisation, NED fees are set at levels that reflect the scope and responsibilities of their roles. The Company maintains a standalone non-Executive Director (NED) Fee Policy which sets out the criteria governing the determination and payment of non-Executive director fees. The NED Fee Policy addresses, amongst other things, the basis for setting and reviewing fees, the fee structure, market alignment and benchmarking methodology, the frequency and nature of fee payments, and ancillary matters such as travel, accommodation, and the reimbursement of expenses. A copy of the NED Fee Policy is made available to shareholders when voting on the quantum of NED fees in terms of section 66(9) of the Companies Act. The actual NED fees paid in the year under review are disclosed in the Implementation Report (Part III). NEDs do not participate in STI or LTI plans, and no arrangements exist for compensation in the event of loss of office. Fees are determined annually and paid pro-rata following each quarterly Board cycle. From a fairness and equality perspective, NED fees are denominated in US dollars. However, for NEDs residing outside Europe, the UK or North America, a cost-of-living (COLA) adjustment is applied to reflect differences in living costs between the country of residence and the market on which the fee structure is based, to support equitable remuneration across geographies. South African NEDs are paid in ZAR. All other NEDs are remunerated in US dollars. Sasol benchmarks NED fees against the same peer group used for executive remuneration. This group includes JSE-listed and international chemicals and energy companies with a comparable geographic footprint, organisational scale and complexity, as well as revenue and enterprise value. Fees are positioned around the 50th percentile of this peer group. Management regularly conducts a comprehensive market review and proposes any adjustments to the Committee, which evaluates the proposals for increases taking into account the scope and time commitment of the role. The Committee recommends fees to the Board for review and endorsement, after which the proposed fee structure is, in line with regulatory requirements, submitted to shareholders for approval at the Annual General Meeting (AGM). HOW FEES ARE SET1 • Benchmarked to Executive Remuneration Peer group • Target 50th percentile • COLA adjustments applied WHAT WE PAY • Fixed fees • No STI or LTI participation • No loss of office payments • Paid quarterly WHO APPROVES • Management recommends • Committee reviews and recommends • Board endorses • Shareholder approval at AGM 1 Volatility in foreign exchange rates is managed through the application of an average exchange rate calculated over a 12- or 18-month period. SASOL INTEGRATED REPORT 2026 163 SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY INTRODUCTION DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE SUMMARISED FINANCIAL PERFORMANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
This section presents the Implementation Report, which reflects the decisions taken by the Committee in accordance with the FY26 Remuneration Policy during the financial year ended 30 June 2026. It outlines the relationship between Company performance and the remuneration outcomes of the Executive Directors and Prescribed Officers, as well as progress against the Minimum Shareholding Requirement (MSR). The FY26 Policy parameters are included in the Remuneration at a glance section. The Committee confirms that remuneration outcomes for FY26 were determined in compliance with the Remuneration Policy approved by shareholders at the previous AGM on 14 November 2025, and there were no deviations from the policy during the period under review. The tables in this section provide details of all remuneration received or receivable by members of the Group Executive Committee (GEC) during FY26, including the President and Chief Executive Officer, Executive Directors and Prescribed Officers. PART III: REMUNERATION IMPLEMENTATION REPORT Overview of the Implementation Report Incentive Plan outcomes • Group STI targets and performance outcomes. • Performance against Corporate Performance Targets (CPTs) applicable to LTIs due to vest in FY27, based on the performance period ended 30 June 2026. • Individual Performance Scorecard outcomes for Executive Directors. Executive Directors and Prescribed Officers (tabulated separately) • Remuneration, performance and benefits paid or payable, disclosed in accordance with the Total Earned Remuneration/ Single Figure methodology. • Includes the estimated value of LTIs expected to vest in FY27 in respect of the performance period ended 30 June 2026. • Outstanding LTI holdings. • Progress against the Minimum Shareholding Requirement (MSR). Pay gap disclosure • Pay gap disclosures for South Africa, aligned with the requirements of section 30B of the Companies Act. NEDs • Fees approved for and paid in FY26. Key Remuneration Outcomes Salary/TGP adjustments The cost of bargaining unit annual salary increases was as follows: South Africa: average across the Chemicals, Petroleum and Mining Sectors: 5,5%; Germany: 0% (negotiated agreement to defer to 2027); Italy: 0,86%; Mozambique: 5,6%. Implementation dates vary in accordance with collective bargaining agreements. The cost of non-bargaining unit annual salary increases, including, market adjustments where applicable effective 1 October 2025: SA: 4,13%, US: 1,73%, Germany: 1,72%, Italy: 1,81%, Mozambique: 4,31%. The Committee reviewed the remuneration of the members of the Group Executive Committee and determined that, for certain Executive Officers, guaranteed remuneration was materially below the level typically observed for comparable roles in the relevant markets. Accordingly, the Committee approved remuneration adjustments to reposition these executives’ remuneration more appropriately within the market, taking into account the scope and complexity of their roles, individual performance and sustained contribution to the delivery of the Group’s strategic objectives. The Committee recognises that the executive salary adjustments approved during the year exceeded the average salary increase awarded across the broader organisation. These adjustments were made following a review of external market competitiveness and reflected the need to address accumulated market positioning gaps in specific executive roles. While market benchmarking remains an ongoing component of the remuneration governance framework, the Committee expects future adjustments to be more closely aligned to normal annual remuneration review practices unless material market positioning considerations arise. The Committee carefully considers internal pay relativity, affordability and shareholder expectations before approving the adjustments. Detailed information is included in the tables on page 172 STI STI outcomes in respect of the Group STI scorecard as approved by the Committee: • 95,5% out of a target of 100% and a maximum opportunity of 150%, before the application of the Fatality Penalty which for the Executive Officers was six percentage points. • STI outcomes for levels below the GEC varied between 89,5% and 93,5% (after application of the fatality penalty). LTI For the period ended 30 June 2026, performance against the applicable Corporate Performance Targets resulted in an outcome of 72% against a target of 100% and a maximum opportunity of 200%. SASOL INTEGRATED REPORT 2026 164 SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY INTRODUCTION DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE SUMMARISED FINANCIAL PERFORMANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
STI Plan Outcomes The outcomes of the FY26 STI are reflected in the Group STI scorecard refer to page 166, which outlines the results achieved against each KPI. FY26 represented a year of improved overall performance for the Group, with notable progress across a number of key financial, operational and sustainability measures. Stronger production volumes, supported by improved equipment availability and coal quality, contributed to improved financial performance and enabled the Group to exceed its cash cost optimisation target. While production performance increased, there was an increase in the coal purchases due to lower own mining production, contributing to the Group not achieving 100% of the gross margin target. While free cash flow benefitted from the improved operational performance, higher than planned working capital moderated the overall outcome. The Committee was pleased with the overall improvement in process and occupational safety performance. However, the unfortunate occurrence of two fatalities during the year underscores that safety remains our highest priority. The policy provision that provides for the discretionary ability to moderate non-financial performance outcomes to target where overall financial performance has not achieved 100% of target, is intended to ensure an appropriate balance between financial and non-financial performance and to protect the Group from unaffordable incentive outcomes. The Committee considered Sasol’s overall performance, liquidity position, positive free cash flow generation and the affordability of the proposed incentive outcomes and agreed that the non-financial outcomes would not be capped at Target. Furthermore, many of the sustainability, operational and strategic outcomes achieved during FY26 are critical enablers of future value creation and reflect deliberate management actions taken to strengthen the business despite a challenging external environment. This resulted in the following final STI scores (after the application of the fatality penalty): • GEC: 89,5% • All other STI participants: Between 89,5% and 93,5%, depending on role category and employing entity. PART III: REMUNERATION IMPLEMENTATION REPORT CONTINUED Group Executive Committee (GEC) remuneration mix Annual TGP/Base Salary STI LTI %of Total Annual Reward 0 100 200 300 400 500 600 700 GEC max GEC target GEC 2026 actual GEC threshold 19% 100% 48% 33% 35% 26% 39% 23% 25% 52% 0 100 200 300 400 500 600 700 %of Total Annual Reward CFO max CFO target CFO 2026 actual CFO threshold 100% 44% 37% 31% 20% 28% 52% 29% 40% 20% 0 100 200 300 400 500 600 700 %of Total Annual Reward CEO max CEO target CEO 2026 actual CEO threshold 100% 45% 47% 8% 27% 32% 41% 18% 30% 52% Remuneration Mix Outcomes The graphs illustrate the remuneration mix approved by the Committee for the CEO, CFO and the average of the remaining GEC members together with the actual FY26 remuneration outcomes relative to these potential earnings. SASOL INTEGRATED REPORT 2026 165 SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY INTRODUCTION DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE SUMMARISED FINANCIAL PERFORMANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
PART III: REMUNERATION IMPLEMENTATION REPORT CONTINUED FY26 Short-term Incentive Scorecard The table below sets out the detailed performance outcomes against the FY26 performance targets approved by the Committee for the financial year. KPI – Key Performance Indicator Unit of measure Weighting Threshold (Rating = 0%) Target (Rating = 100%) Stretch (Rating = 150%) Achievement FY26 score ESG (People) (20%) Occupational Safety Occupational Safety: Number of Hospitalisations 10% Hospitalisations ≥ 71 (scoring range 0% – 9,9%) Hospitalisations = 62 (score 10%) Hospitalisations ≤ 53 (scoring range 10,1% – 15%) 40 15% Process Safety Process Safety: Number of all major and significant FERs 10% Number of FERs ≥ 25 (scoring range 0% – 9,9%) Number of FERs = 17 (score 10%) Number of FERs ≤ 11 (scoring range 10,1% – 15%) 9 15% ESG (Planet) (10%) Energy Efficiency1 % Energy efficiency improvement 10% 0% Energy efficiency improvement from the FY25 baseline (scoring range 0% – 9,9%) 1% Energy efficiency improvement from the FY25 baseline (score 10%) 1,5% Energy efficiency improvement from the FY25 baseline (scoring range 10,1% – 15%) 0,501% 5% Group Financials (70%) Gross Margin2 FY26 Gross margin 15% Gross Margin: R110,7bn (scoring range 0% – 14,9%) Gross Margin: R115,7bn (score 15%) Gross Margin: R120,7bn (scoring range 15,1% – 22,5%) R113,7bn 9,1% Secunda Operations Production Volumes Secunda Production Volumes 5% FY26 SO Production = 6 800 kt (scoring range 0% – 4,9%) FY26 SO Production = 7 100 kt (score 5%) FY26 SO Production = 7 300 kt (scoring range 5,1% – 7,5%) 7 260kt 7,0% Cash Fixed Cost Optimisation2 Absolute CFC 15% CFC of <= R68,8bn (scoring range 0% – 14,9%) FY26 CFC target = R66,8bn (score 15%) CFC of <= R64,8bn (scoring range 15,1% – 22,5%) R65,4bn 20,4% Free cash flow generation Free cash flow (before dividends paid and second-order capital) to turnover ratio 35% FY26 FCF target/ turnover ratio = 3% (scoring range 0% – 34,9%) FY26 FCF target/ turnover ratio = 5% (score 35%) FY26 FCF target/ turnover ratio = 7% (scoring range 35,1% – 52,5%) 4,4% 24,0% Total 100% 95,5% 1 The FY26 STI Energy Efficiency improvement target measures year-on-year improvement relative to FY25 performance and was assessed in accordance with the approved FY26 STI Policy. This measure differs from the Group Energy Efficiency result reported in the Sustainability Report ( page 101), which reflects cumulative performance against an FY05 baseline. As the two measures use different baselines (FY25 actual vs FY05 baseline), methodologies and weighting approaches, they are not directly comparable. The STI KPI reflects an improvement from the prior year. 2 The STI Policy permits the normalisation of certain pre-approved factors to neutralise the impact of macroeconomic variables relative to the approved budget. Consequently, both positive and negative variances arising from these factors are excluded when assessing STI performance. In FY26, Cash Fixed Cost performance was normalised for exchange rate movements only. Gross Margin performance was normalised for exchange rate movements, Brent crude oil prices, refining margins, product differentials, certain chemical product prices, US tariffs not contemplated in the approved budget and year-end inventory NRV write-downs. SASOL INTEGRATED REPORT 2026 166 SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY INTRODUCTION DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE SUMMARISED FINANCIAL PERFORMANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
The individual performance component contributes to the final STI amount approved for payment. The STI awards for our Executive Directors were calculated with reference to their personal performance which carried a weighting of 20% in the final calculation. A summary of the scorecard outcomes is herewith presented: SIMON BALOYI President and Chief Executive Officer WALT BRUNS Chief Financial Officer VUYO KAHLA Executive Director PART III: REMUNERATION IMPLEMENTATION REPORT CONTINUED FY26 was a defining year for Sasol, characterised by strong leadership and disciplined execution that delivered materially improved operational, financial and strategic outcomes. Under the leadership of the CEO and Group Executive Committee, the Group achieved substantially improved Secunda production results, improved customer satisfaction and employee engagement results, strengthened operational resilience and advanced several strategic initiatives critical to Sasol’s long-term competitiveness. Significant progress was made in enhancing financial resilience, including a material improvement in South African break-even performance, delivery of Chemicals earnings despite challenging market conditions, successful execution of key refinancing initiatives, and strengthened liquidity and cash management. The executive team also advanced Sasol’s strategic positioning through progress in sustainable products, decarbonisation initiatives and the development of the Group’s longer-term strategic framework. Stakeholder confidence improved materially during the year, reflected in enhanced investor engagement, a significant increase in United States shareholding and substantial share price appreciation. In addition, meaningful progress was achieved in leadership succession, organisational effectiveness, transformation and talent development. Collectively, these outcomes demonstrate leadership impact well beyond the achievement of annual operating targets and contributed to stronger business performance, enhanced strategic positioning and a more resilient platform for sustainable long-term value creation. Accordingly, the Committee concluded that the performance of the CEO and executive team warranted an outcome above target. Individual performance factor: KPI WEIGHTING OUTCOME Employee - Culture and Engagement 15% Exceeded Strategy – CMD execution plans 15% Exceeded Strategy – Emission reduction roadmap delivery 10% Partially achieved ESG – Sustainability roadmap and carbon tax 30% Achieved Strategy - Medium Term refinancing 15% Exceeded Improve Customer Centricity focus 15% Achieved Outcome1 100% 110% Individual performance factor: KPI WEIGHTING OUTCOME Employee - Culture and Engagement 15% Exceeded Strategy – Strengthen Foundation Business Delivery 20% Achieved Strategy - Grow and Transform 10% Achieved Governance - Financial Controls and Integrated Business Planning 20% Exceeded Strategy - Medium Term Refinancing 15% Exceeded Partnerships - Carbon Tax 20% Achieved Outcome1 100% 110% Individual performance factor: KPI WEIGHTING OUTCOME Employee - Culture and Engagement 15% Exceeded Strategy – CMD execution plans 25% Exceeded Sustainability – ERP roadmap 25% Achieved Sustainability – Supply chain strategy 25% Achieved Governance – Second level assurance 10% Achieved Outcome1 100% 110% 1 Individual performance includes an ‘above the line’ element relating to individual performance goals and a ‘below the line’ element relating to values and compliance. Performance assessment includes a review of Classification Achieved Partially achieved Not achieved demonstrated behaviour in line with Sasol’s values, management development, team effectiveness and ensuring a healthy succession pipeline. SASOL INTEGRATED REPORT 2026 167 SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY INTRODUCTION DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE SUMMARISED FINANCIAL PERFORMANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
LTI Plan Outcomes: FY24 LTI award The FY24 LTIs are due to partially vest in FY27 based on performance over the period 1 July 2023 to 30 June 2026. For members of the Group Executive Committee (GEC) and Senior Vice Presidents (SVPs), 50% of the performance-based awards are expected to vest, with the remaining 50% deferred for a further two-year period, subject to continued employment. The awards were granted during FY24 at JSE share prices of between R238,62 (28 August 2023) and R134,50 (at 22 May 2024) (ADR prices of US$12,80 and US$7,58 respectively) and will vest subject to the fulfillment of the vesting conditions on the trading day immediately preceding the vesting date. Vesting outcomes: The outcomes against the Corporate Performance Targets (CPTs) reflect a balanced performance across the targets included in the FY24 LTI scorecard. • Reducing carbon footprint: In assessing performance against the FY24 ESG targets, the Committee considered whether the outcome of any target may have been influenced by unintended consequences that were inconsistent with the Group’s broader strategic objectives. Following a review of management’s actions in relation to the International Chemicals GHG intensity target, the Committee concluded that the target outcome was not fully reflective of underlying performance and strategic value creation. Deliberate strategic decisions to optimise the decarbonisation roadmap, preserve affordability and improve capital efficiency resulted in the Committee’s decision to exclude the Chemicals Business GHG intensity reduction target from the scorecard. During the performance period, a United States Virtual Power Purchase Agreement (VPPA) with a project developer was postponed and capital was reprioritised in response to prevailing cash flow constraints and the Group’s broader capital allocation priorities. These decisions materially reduced the capital requirement associated with the decarbonisation programme from more than US$300million to approximately US$30 million, while maintaining progress toward International Chemicals’ long-term 2030 greenhouse gas reduction commitments. The revised portfolio is based on lower-capital, higher-return initiatives that are expected to generate a positive cash flow contribution and create greater long-term value for shareholders. Importantly, the underlying strategic objective remains unchanged. PART III: REMUNERATION IMPLEMENTATION REPORT CONTINUED International Chemicals continues to make progress toward its 2030 emissions reduction target through a revised portfolio of projects, including the United States VPPA concluded with Akuo in June 2025 and the biomethane purchase agreements implemented in Italy. The Committee also considered that International Chemicals only accounts for 4,4% of the Group’s total emissions and that they remain on track to achieve the 2030 roadmap. Accordingly, the Committee exercised the discretion provided for in the FY24 LTI rules to exclude this target from the overall assessment. The FY24 LTI framework specifically allowed for such discretion to be applied in respect of ESG measures where unintended consequences or external factors could distort the intended outcome, recognising the significant uncertainty that existed in this area at the time the targets were set. Consistent with its commitment to maintaining the importance of non-financial performance measures, and in line with the principles approved in FY24, the Committee reallocated the weighting to the remaining ESG targets. Southern Africa Energy delivered performance above stretch target levels, reflecting specifically the successful implementation of emission reduction initiatives and operational improvements over the performance period. • Contribution to the circular economy: Performance against the circular economy measure was underpinned by strong delivery in biosludge diversion and continued progress in recycling initiatives across the business. All biosludge was successfully diverted to gasification, resulting in no biosludge being landfilled and performance exceeding the stretch target. In addition, 40 253 tonnes of recyclable material were diverted from landfills over the performance period. The shortfall was primarily attributable to delays in the delivery of a limited number of sponsored sites. Notwithstanding these delays, waste diversion continued to be achieved across the broader programme portfolio. • Procurement spend with Black women-owned businesses: Performance against the 100% Black Women-Owned procurement spend measure exceeded target, with spend reaching 2,88% of Total Measured Procurement Spend (TMPs), above the target of 2,3%. This reflects continued progress in advancing supplier transformation and broadening participation by 100% Black woman-owned businesses in our supply chain. • Return on Invested Capital (ROIC): Offshore operations remained below threshold across the performance period, mainly due to impairments, while Sasol South Africa delivered mixed performance over the three years, resulting in an overall outcome of 20%. • Relative Total Shareholder Return (rTSR): Sasol’s shareholder return ranked below the threshold percentile of the peer group, resulting in no vesting against this target. These outcomes resulted in an overall achievement against the Corporate Performance Targets (CPTs) of 72%. The companies included in the peer group used to assess Sasol’s relative total shareholder return are listed below: JSE listed sub-group Chemicals sub-group Energy sub-group AECI BASF Continental Resources AngloGold Ashanti Dow Inc Devon Energy Corp Glencore plc Eastman Chemicals Hess Corporation MTN Group Lanxess AG Imperial Oil Ltd Sibanye Stillwater LyondellBasell Industries N.V. Origin Energy Valterra Platinum Ltd1 Solvay Repsol S.A. 1 Anglo American Platinum Ltd (Amplats) post name change SASOL INTEGRATED REPORT 2026 168 SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY INTRODUCTION DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE SUMMARISED FINANCIAL PERFORMANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
LTI Plan Outcomes: FY24 LTI Grants For members of the GEC including Executive Directors and Prescribed Officers, 70% of the LTI awards granted at the time were subject to the achievement of the following CPTs, in addition to time-based vesting of between three and five years. The balance of the award (30%) is subject to a five-year time-based vesting criterion. KPI – Key Performance Indicator Weighting Original weighting Adjusted weighting Threshold (Rating = 0%) Target (Rating = 100%) Stretch (Rating = 200%) Achievement Approved score ESG (30%) Maintain our roadmap to reducing our carbon footprint 15% Maintain Scope 1 and 2 emission reductions achieved since FY17 baseline by FY25 of 3,55% to end FY26. Maintain Scope 1 and 2 emission reductions achieved since FY17 baseline by FY25 of 4,18% to end FY26. Reduce Scope 1 and 2 emission reductions achieved since FY17 baseline by FY25 of 4,9% to end FY26. 7,50% 10,00% Energy Business emission reduction of 3,5% for an equivalent production output of 7,6mtpa. Energy Business emission reduction of 4% maintained for an equivalent production output of 7,6mtpa.1 Energy Business emission reduction of 4,5% maintained for an equivalent production output of 7,6mtpa. 8,7% 20,00% 7,50% Chemicals Business: Advance the capital project portfolio to achieve agreed level of definition (Gate 4) to realize a 20% accumulated reduction. Chemicals Business: Advance the capital project portfolio to achieve agreed level of definition (Gate 4) to realise a 25% accumulated reduction. Chemicals Business: Advance the capital project portfolio to achieve agreed level of definition (Gate 4) to realise a 30% accumulated reduction. Not applicable Improve our contribution to the circular economy 10% Increase total recyclable material and quantity of waste activated sludge diverted from incinerators by end FY26: Increase total recyclable material and quantity of waste activated sludge diverted from incinerators by end FY26: Increase total recyclable material and quantity of waste activated sludge diverted from incinerators by end FY26: 5,00% 6,67% a) 90% of biosludge diverted from incinerators and fed to gasification, 10% landfilled offsite. a) 95% of biosludge diverted from incinerators and fed to gasification, 5% landfilled offsite. a) 100% of biosludge diverted from incinerators and fed to gasification, 0% landfilled offsite 100% 13,34% 5,00% 6,67% b) Cumulative total of 11,314 tons of recyclables1 diverted from landfill by end FY26. b) Cumulative total of 47,500 tons of recyclables diverted from landfill by end FY26. b) Cumulative total 55,000 tons of recyclables diverted from landfill by end FY26. 40 300 5,33% Focus on social responsibility through increased access to the economy for Black owned women enterprises 5% 5,00% 6,67% Increase total procurement spend by 20% on BWO percentage spend calculated as a percentage of TMPs (Total Measurable Procurement Spend) (1,8% + 20%) by end FY26. Increase total procurement spend by 25% on BWO percentage spend calculated as a percentage of TMPs (Total Measurable Procurement Spend) (1,8% + 25%) by end FY26 Increase total procurement spend by 30% on BWO percentage spend calculated as a percentage of TMPs (Total Measurable Procurement Spend) (1,8% + 30%) by end FY26. 2,88% 13,33% Group Financials (70%) Return on Invested Capital (ROIC) Sasol SA 30% 30,00% 30,00% ROIC (excl AUC) at SA WACC of 15,4% per annum ROIC (excl AUC) at SA WACC of 15,4% +1% = 16,4% per annum ROIC (excl AUC) at SA WACC of 15,4% +2% = 17,4% per annum 20% 20% Sasol offshore 10% 10,00% 10,00% ROIC (excl AUC) at US WACC of 9,1% per annum ROIC (excl AUC) at US WACC of 9,1% +0,5% = 9,6% per annum ROIC (excl AUC) at US WACC of 9,1% +1% = 10,1% per annum 0% 0,00% Relative TSR vs the peer group2 30% 30,00% 30,00% 50th percentile of the index 60th percentile of the index 75th percentile of the index 0% 0,00% 100,00% 100,00% 72% PART III: REMUNERATION IMPLEMENTATION REPORT CONTINUED 1 Planned production at the time. When normalised for actual production stretch target is still met. 2 Index is the peer group published on page 168. SASOL INTEGRATED REPORT 2026 169 SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY INTRODUCTION DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE SUMMARISED FINANCIAL PERFORMANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
FY25 LTI awards For members of the GEC including Executive Directors and Prescribed Officers, 70% of the LTI awards granted are subject to the achievement of the following CPTs, in addition to time-based vesting of between three and five years. The balance of the award (30%) is subject to a five-year time-based vesting criterion. KPI – Key Performance Indicator Weighting Threshold (Rating = 0%) Target (Rating = 100%) Stretch (Rating = 200%) ESG (25%) Maintain our roadmap to reducing our carbon footprint while increasing our production 25% Maintain Secunda Operations Scope 1 GHG intensity (total GHG CO2e emissions Scope 1/ total production for Secunda) against FY24 Scope 1 GHG intensity (vesting 0%) Improve on Secunda Operations FY24 Scope 1 GHG intensity (total GHG CO2e emissions Scope 1/total production for Secunda) by 0,8% (vesting 25%) Improve on Secunda Operations FY24 Scope 1 GHG intensity (total GHG CO2e emissions Scope 1/total production for Secunda) by 1,7% (vesting 50%) Group Financials (75%) ROIC Rest of Sasol 10% ROIC (excl AUC) at SA WACC of 15,4% per annum (vesting 0%) ROIC (excl AUC) at SA WACC of 15,4% + 1% = 16,4% per annum (vesting 10%) ROIC (excl AUC) at SA WACC of 15,4% + 2% = 17,4% per annum (vesting 20%) ROIC (America and Eurasia) 10% ROIC (excl AUC) at US WACC of 9,1% per annum (vesting 0%) ROIC (excl AUC) at US WACC of 9,1% + 0,5% = 9,6% per annum (vesting 10%) ROIC (excl AUC) at US WACC of 9,1% + 1% = 10,1% per annum (vesting 20%) Net debt (US$) reduction 25% FY27 Net debt (excluding leases) of US$3,00bn (vesting 0%) FY27 Net debt (excluding leases) of US$2,85bn (vesting 25%) FY27 Net debt (excluding leases) of US$2,70bn (vesting 50%) Relative TSR measured against the peer group 30% 50th percentile of the index (vesting 15%) 60th percentile of the index (vesting 30%) 75th percentile of the index (vesting 60%) Total 100% PART III: REMUNERATION IMPLEMENTATION REPORT CONTINUED SASOL INTEGRATED REPORT 2026 170 SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY INTRODUCTION DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE SUMMARISED FINANCIAL PERFORMANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
FY26 LTI awards For members of the GEC including Executive Directors and Prescribed Officers, 100% of the LTI awards granted during FY26, are subject to the achievement of the following CPTs, vesting over three years. KPI – Key Performance Indicator Weighting Threshold (Rating = 0%) Target (Rating = 100%) Stretch (Rating = 200%) ESG (25%)Scope 1 and 2 GHG Intensity at Secunda Operations 25% Maintain Secunda Operations Scope 1 and 2 GHG intensity (total GHG CO2e emissions Scope 1 and 2/total production for Secunda) (vesting 0%) Improve Secunda Operations Scope 1 and 2 GHG intensity (total GHG CO2e emissions Scope 1 and 2/total production for Secunda) by 1% (vesting 25%) Improve Secunda Operations Scope 1 and 2 GHG intensity (total GHG CO2e emissions Scope 1 and 2/total production for Secunda) by 2% (vesting 50%) Group Financials (75%) Southern Africa breakeven oil price 20% FY28 SA breakeven oil price of US$55/bbl (vesting 0%) FY28 SA breakeven oil price of US$50/bbl (vesting 20%) FY28 SA breakeven oil price of US$45/bbl (vesting 40%) International Chemicals EBITDA margin % 10% FY28 Adjusted EBITDA margin for International Chemicals of 12,5% (vesting 0%) FY28 Adjusted EBITDA margin for International Chemicals of 15% (vesting 10%) FY28 Adjusted EBITDA margin for International Chemicals of 17,5% (vesting 20%) Net debt (US$) 15% FY28 Net debt of US$3bn (vesting 0%) FY28 Net debt of US$2,85bn (vesting 15%) FY28 Net debt of US$2,7bn (vesting 30%) Relative TSR measured against the peer group 30% 50th percentile of the index (vesting 15%) 60th percentile of the index (vesting 30%) 75th percentile of the index (vesting 60%) Total 100% PART III: REMUNERATION IMPLEMENTATION REPORT CONTINUED SASOL INTEGRATED REPORT 2026 171 SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY INTRODUCTION DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE SUMMARISED FINANCIAL PERFORMANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
Executive Directors A. Executive Directors’ total earned remuneration S Baloyi1 WP Bruns1,2 VD Kahla HA Rossouw3 Executive Director 2026 R’000 2025 R’000 2026 R’000 2025 Appointed 1 Sept 2024 R’000 2026 R’000 2025 R’000 2026 R’000 2025 R’000 Salary 16 293 12 514 7 608 5 982 8 793 8 499 – 1 336 Risk and retirement funding 1 590 1 276 1 002 788 404 382 – 151 Vehicle benefit 300 300 – – – – – – Healthcare 192 160 187 147 158 147 – – Other Benefits4 271 96 50 17 676 606 – – Total salary and benefits 18 646 14 346 8 847 6 934 10 031 9 634 – 1 487 Annual short-term incentive5 20 721 11 213 7 454 3 984 6 546 4 360 – – Long-term incentive gains6 3 499 353 3 990 387 11 117 3 569 – – Total annual remuneration 42 866 25 912 20 291 11 305 27 694 17 563 – 1 487 PART III: REMUNERATION IMPLEMENTATION REPORT CONTINUED B. Executive directors’ unvested LTI holdings (number & intrinsic value) for 2026 S Baloyi WP Bruns VD Kahla Number Intrinsic value2 R’000 Number Intrinsic value2 R’000 Number Intrinsic value2 R’000 Balance at beginning of the year 217 518 17 132 167 758 13 213 222 776 17 546 Awards granted1 185 812 23 275 85 680 10 732 82 511 10 335 Change in value2 – 24 162 – 16 579 – 17 933 Effect of corporate performance targets (1 116) (155) (324) (45) (3 001) (418) Dividend equivalents 1 129 157 1 821 254 9 570 1 333 Awards settled3 (11 734) (1 263) (11 323) (1 351) (66 571) (7 076) Awards forfeited – – – – – – Effect of changes in Executive Directors – – – – – – Balance at the end of the year 391 609 63 308 243 612 39 382 245 285 39 653 Notes 1 The Remuneration Committee approved market-related salary adjustments, where appropriate and in line with the Policy, in addition to annual salary increases, to support the continued competitiveness of the Group’s remuneration structure. See page 164 for more detail. 2 Mr Bruns was appointed as CFO and Executive Director from 1 September 2024. The disclosed prior year remuneration is thus apportioned. 3 Mr Rossouw stepped down as executive director and CFO effective 31 August 2024. All unvested LTIs were forfeited upon his resignation. 4 Other Benefits include security services, long service awards, private travel and other once off costs on which fringe benefit tax is levied where required. 5 Short-term incentives approved based on the Group results for FY26 and payable in the FY27 financial year. Incentives are calculated as a percentage of total guaranteed package/base salary as at 30 June 2026 X role category % X ((Group STI achievement x 80%) + (Individual performance achievement X 20%) – fatality penalty). 6 Long-term incentives gains for 2026 includes the Renewable energy (RE) grant awards made during financial year 2021 (where measurement was postponed to a day no later than 31 December 2026), the annual and retention (Mr Bruns) awards made in August 2023 and EVP Restricted (RLTI) award made in September 2021. The illustrative amount is calculated in terms of the number of LTIs x Corporate performance target achieved where relevant (RLTI and RE: 100%; CPT: 72%) x June 2026 average share price. The actual vesting date for the awards is between 28 August 2026 and 27 September 2026 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 2026 and the balance in 2028, 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 total earned remuneration table. Notes 1 LTIs granted on 8 September 2025. 2 Intrinsic values at the beginning and end of the year have been determined using the closing price of: 30 June 2026 R161,66 30 June 2025 R78,76 Change in intrinsic value for the year results from changes in share price. 3 Long-term incentives settled represent long-term incentives that vested with reference to the group results for 2025 that was settled in the 2026 financial year. The full amount of the remaining 50% that vested in the current year is disclosed in the total earned remuneration table. It also included the second tranche of awards which partially vested in 2023 (on which there were no further performance conditions thereafter for the balance of the award) and the restricted LTI awards, both granted in 2021. The difference between the long-term incentive gains disclosed in 2025 and the amount settled in 2026 is due to difference in actual share price at vesting date and the share price used in the previous disclosures. SASOL INTEGRATED REPORT 2026 172 SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY INTRODUCTION DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE SUMMARISED FINANCIAL PERFORMANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
Executive Directors continued C. Progress against Minimum Shareholding Requirement (MSR) Outstanding shares subject to continued employment only until 2029 (excluding accrued dividend equivalents, excluding performance shares) Executive Director Minimum Shareholding Requirement (MSR) Initial MSR Achievement period (CY) Shares Beneficial shareholding – 30 June 202612 Post tax vesting September – December 2026 1,2,3,4,5,13 Beneficial shareholding value (including CY2026 post tax vesting) % MSR achieved – end CY202611 Number of shares to vest in CY2027 6,7,8 Number of shares to vest CY2028- 2029 8,9,10 Total number of vested shares subject only to continued employment Pre-tax value of vested shares subject only to continued employment (up to CY2029)13 S Baloyi R40 950 000 2029 28 220 R4 545 113 R1 495 345 R6 040 458 15% 15 572 63 489 79 061 R15 467 494 WP Bruns R12 549 600 2029 18 776 R3 024 063 R2 053 046 R5 077 109 40% 9 848 44 753 54 601 R10 682 140 VD Kahla R6 612 468 2025 38 569 R6 885 657 R5 395 595 R12 281 252 186% 17 890 41 047 58 937 R11 530 435 PART III: REMUNERATION IMPLEMENTATION REPORT CONTINUED Notes 1 Includes the 1st tranche of the award made in FY24. The CPT applied to this award is 72%. 2 Includes Mr Bruns’ SVP retention award made in August 2023. 3 Includes the 2nd tranche of the award made in September 2021. The CPT applied to this award is 83,6%. 4 Includes the portion of the FY21 award linked to the Renewable Energy Target where the measurement period was deferred to 31 December 2026 but the performance condition has already been met. 5 Includes the restricted LTI award made to Mr Kahla in September 2021. This award is subject to a 5 year time based vesting period. 6 Includes the 2nd tranche and restricted portion of the EVP on-appointment award made to Mr Baloyi in May 2022. 7 Includes the 2nd tranche of the awards made in September and November 2022, (CPT% is 83,93%) as well as the restricted LTI award made in November 2022 to Messrs, Baloyi and Kahla. 8 Includes the portion of the 1st tranche of the SVP annual award made in August 2024 to Mr Bruns with a split vesting in August 2027 and 2029. 9 Includes the restricted awards made in August 2023, August 2024 (annual) and November 2024 (EVP on-appointment award). These awards are subject to 5 year time based vesting periods. 10 Includes the 2nd tranche of the award made in August 2023 to vest in August 2028 subject to time based vesting criteria. The CPT applied to this award is 72%. 11 Once the MSR has been achieved, the executive will be allowed to sell vested shares held in excess of the MSR. 12 Beneficial shareholding at 30 June 2026 is recorded at the higher of historical cost or 30 June 2026 closing price. 13 Average June 2026 share price of R195.64 (JSE) and $11,86 (NYSE). SASOL INTEGRATED REPORT 2026 173 SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY INTRODUCTION DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE SUMMARISED FINANCIAL PERFORMANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
Prescribed Officers A. Prescribed Officers’ total earned remuneration V Bester1 AGM Gerber2 C Herrmann2,3 AT Makgala4 CK Mokoena5 SD Pillay1 SL Siyaya6 H Wenhold7 Prescribed officers 2026 R’000 2025 R’000 2026 R’000 2025 R’000 2026 R’000 2025 R’000 2026 R’000 2025 R’000 2026 R’000 2025 R’000 2026 R’000 2025 R’000 2026 R’000 2025 R’000 2026 R’000 2025 R’000 Salary 7 156 6 044 10 186 9 375 8 118 7 969 4 433 – 1 821 6 915 6 011 5 039 4 598 – 1 192 6 288 Risk and retirement funding 1 086 920 796 873 645 595 762 – – 327 939 795 536 – – 824 Vehicle benefit – – 146 308 248 252 – – – – 150 150 – – – – Healthcare 130 121 115 104 230 224 55 – 45 174 130 121 158 – 21 121 Other benefits8 112 100 41 217 3 772 2 634 11 352 – 10 72 61 11 11 – 5 34 Total salary and benefits 8 484 7 185 11 284 10 877 13 013 11 674 16 602 – 1 876 7 488 7 291 6 116 5 303 – 1 218 7 267 Annual short-term incentive9 6 578 3 549 7 389 4 867 5 355 3 894 3 550 – 3 503 3 637 5 190 3 072 3 374 – 4 369 3 439 Long-term incentive gains10 2 110 119 – – 3 824 637 – – 7 168 2 931 503 947 2 642 – 6 917 671 Total annual remuneration 17 172 10 853 18 673 15 744 22 192 16 205 20 152 – 12 547 14 056 12 984 10 135 11 319 – 12 504 11 377 Notes 1 The Remuneration Committee approved market-related salary adjustments, where appropriate and in line with the Policy, in addition to annual salary increases, to support the continued competitiveness of the Group’s remuneration structure. 2 Ms Gerber and Mr Herrmann are employed on German employment contracts and paid in Euros. The conversion to ZAR has been done using the monthly average of daily closing rates. 3 Expatriate benefits in South Africa are offered and grossed up as appropriate. Other Benefits include accommodation, home leave allowance and transportation offered under the Expatriation policy. 4 Ms Makgala was appointed as EVP: People, SHE, Risk and Corporate Affairs on 1 October 2025. Other Benefits include a staggered buy-out arrangement in respect of incentives forfeited (R5,4m) when she resigned from her previous employer as well as relocation expenses (R0,4m) paid in terms of the policy. A non-taxable payment to her previous employer with respect to a work back agreement is included in the amount to the value of R5,4m. The Sasol buy-out agreement for all payments is linked to a work-back period.. 5 Ms Mokoena stepped down as prescribed officer on 30 September 2025 after reaching the Sasol retirement age for group executives. 6 Mr Siyaya was appointed as EVP: Mining on 1 September 2025. Remuneration is disclosed for the period since appointment. 7 Mr Wenhold stepped down as a prescribed officer on 31 August 2025 after reaching the Sasol retirement age for group executives. 8 Other Benefits include security services, long service awards, private travel and other once off costs on which fringe benefit tax is levied where required. 9 Short-term incentives approved based on the Group results for FY26 and payable in the FY27 financial year. Incentives are calculated as a percentage of total guaranteed package/base salary as at 30 June 2026 x role category % x [(Group STI achievement x 80%) + (Individual Performance Achievement x 20%) – fatality penalty). 10 Long-term incentives gains for 2026 includes the Renewable energy (RE) grant awards made during financial year 2021 (where measurement was postponed to 31 December 2026 but the performance condition has already been met), the annual and on-appointment awards made in 2023 and Restricted LTI award made in September 2021. The illustrative amount is calculated in terms of the number of LTIs x Corporate performance target achieved where relevant (CPT: 72%) x June 2026 average share price. The actual vesting date for the awards is between 28 August 2026 and 27 September 2026 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 2026 and the balance in 2028, 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 total earned remuneration table. PART III: REMUNERATION IMPLEMENTATION REPORT CONTINUED SASOL INTEGRATED REPORT 2026 174 SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY INTRODUCTION DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE SUMMARISED FINANCIAL PERFORMANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
PART III: REMUNERATION IMPLEMENTATION REPORT CONTINUED Prescribed Officers continued B. Unvested LTI holdings (number and intrinsic value) for 2026 V Bester AGM Gerber C Herrmann AT Makgala CK Mokoena5 SD Pillay SL Siyaya6 H Wenhold7 Number Intrinsic value2 R’000 Number Intrinsic value2 $’000 Number Intrinsic value2 $’000 Number Intrinsic value2 R’000 Number Intrinsic value2 R’000 Number Intrinsic value2 R’000 Number Intrinsic value2 R’000 Number Intrinsic value2 R’000 Balance at the beginning of the year 77 615 6 113 85 378 377 122 021 539 – – 162 969 12 835 69 031 5 437 – – 123 098 9 695 Awards granted1 66 132 8 284 93 110 666 74 488 533 64 863 7 219 – – 56 376 7 062 57 684 7 225 – – Change in value2 – 8 795 – 710 – 805 – 3 267 – 4 678 – 7 860 – 3 847 – 4 710 Effect of corporate performance targets (100) (14) – – (574) (5) – – – – (569) (79) (38) (5) – – Dividend equivalents 528 74 – – 2 529 21 – – – – 1 467 204 238 33 – – Awards settled3 (1 511) (189) – – (19 674) (137) – – – – (9 285) (1 567) (1 125) (141) – – Awards forfeited – – – – – – – – – – – – – – – – Effect of changes in Prescribed Officers – – – – – – – – (162 969) (17 513) – – 39 958 4 676 (123 098) (14 405) Balance at the end of the year4 142 664 23 063 178 488 1 753 178 790 1 756 64 863 10 486 – – 117 020 18 917 96 717 15 635 – – 1 LTIs granted on 8 September 2025 and 28 November 2025 (Ms Makgala). 2 Intrinsic values at the beginning and end of the year have been determined using the closing price of: 30 June 2026 R161,66 ($9,82) 30 June 2025 R78,76 ($4,42) Change in intrinsic value for the year results from changes in share price. 3 Long-term incentives settled represent long-term incentives that vested with reference to the group results for 2025 that was settled in the 2026 financial year. The full amount of the remaining 50% that vested in the current year is disclosed in the total earned remuneration table. It also included the second tranche of awards which vested in 2023 (on which there were no further performance conditions) and the restricted LTI awards, both granted in 2020. The difference between the long-term incentive gains disclosed in 2025 and the amount settled in 2026 is due to difference in actual share price at vesting date and the share price used in the previous disclosures. 4 The balance includes a total of 2 333 award issued in FY21 for which the renewable energy CPT has been deferred up to 31 December 2026. 5 Ms Mokoena stepped down as Prescribed Officer on 30 September 2025 having reached the group’s retirement age. 6 Mr Siyaya was appointed on 1 September 2025 as EVP: Mining. 7 Mr Wenhold stepped down as Prescribed Officer on 31 August 2025 having reached the group’s retirement age. . SASOL INTEGRATED REPORT 2026 175 SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY INTRODUCTION DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE SUMMARISED FINANCIAL PERFORMANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
C. Progress against Minimum Shareholding Requirement (MSR) Outstanding shares subject to continued employment only until 2029 (excluding accrued dividend equivalents, excluding performance shares) Minimum Share-holding Require-ment (MSR) Initial MSR Achievement period (CY) Shares Beneficial shareholding – 30 June 2026 Post tax vesting September-December 2026 1,2,3,4,5,15 Beneficial shareholding value (including CY2026 post tax vesting) % MSR achieved – end CY2026 Number of shares to vest in CY2027 6,7,9,10 Number of shares to vest CY2028- 2029 8,11,12,13,14 Total number of vested shares subject only to continued employment Pre-tax value of vested shares subject only to continued employment (up to CY2029)16 V Bester R6 115 200 2030 4 041 R650 843 R577 177 R1 228 021 20% 4 382 23 496 27 878 R5 454 052 AGM Gerber $602 764 2030 – – – – 0% – 25 613 25 613 $303 770 C Herrmann $479 858 2030 14 847 $145 798 $114 289 $260 087 54% 22 995 24 862 47 857 $567 584 AT Makgala R4 900 000 2031 – – – – 0% – – – – CK Mokoena R5 431 664 2026 30 266 R5 219 269 R3 513 959 R8 733 227 161% 14 696 33 717 48 413 R9 471 519 SD Pillay R5 299 924 2030 13 636 R2 196 214 R156 346 R2 352 560 44% – 21 251 21 251 R4 157 546 SL Siyaya R4 445 000 2031 768 R123 694 R1 026 631 R1 150 325 26% 8 560 12 454 21 014 R4 111 179 H Wenhold R5 298 020 2029 23 331 R3 757 691 R2 714 691 R6 472 382 122% 5 546 38 489 44 035 R8 615 007 PART III: REMUNERATION IMPLEMENTATION REPORT CONTINUED Notes 1 Includes the 1st tranche of the award made in August 2023. The CPT applied to this award is 72%. 2 Includes the 2nd tranche of the award made in August 2021. The CPT applied to this award is 83,6%. 3 Includes the portion of the FY21 award linked to the Renewable Energy Target where measurement period was deferred to 31 December 2026. 4 Includes the restricted EVP award made to Ms Mokoena in September 2021. This award is subject to a 5 year time based vesting period. 5 Includes the 1st tranche of the EVP on-appointment award made to Mr Wenhold and SVP on-appointment made to Mr Siyaya in November 2023. 6 Includes the 2nd tranche of the SVP on-appointment award made to Mr Bester in May 2022. 7 Includes the 2nd tranche and restricted portion of the awards made in September and November 2022 which is subject to a 5 year time based vesting period. The CPT applied to this award is 83,93%. 8 Includes the 2nd tranche of the restricted portion of Dr Pillay’s SVP on-appointment award made in May 2023 (which vests in 2028). 9 Includes Mr Herrmann’s SVP retention award made in August 2024. 10 Includes the portion of the 1st tranche of the SVP award made in August 2024 to Mr Siyaya. 11 Includes the 2nd tranche of the award made in August 2023. The CPT applied to this award is 72%. 12 Includes the restricted awards made in August 2024 and November 2023. These awards are subject to 5 year time based vesting periods. 13 Includes the 2nd tranche of the EVP on-appointment award made to Mr Wenhold and SVP on-appointment made to Mr Siyaya in November 2023. 14 Includes the restricted portion of the 2nd tranche of the SVP award made in August 2024 to Mr Siyaya. 15. Beneficial shareholding is recorded at the higher of historical cost or 30 June closing price. 16. Average June 2026 share price of R195.64 (JSE) and $11,86 (NYSE). SASOL INTEGRATED REPORT 2026 176 SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY INTRODUCTION DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE SUMMARISED FINANCIAL PERFORMANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
Beneficial shareholding D. Sasol Limited Directors’ interests in securities (Beneficial shareholding including indirect holdings) as at 30 June 2026 Beneficial shareholdings 2026 2025 Executive Directors S Baloyi 28 220 20 284 WP Bruns 19 139 7 816 VD Kahla 38 569 18 489 Non-Executive Directors MBN Dube 1 024 1 024 S Subramoney 2 548 2 548 T Cumming1 – 1 950 Note 1 Resigned with effect 6 June 2025 E. Prescribed Officers interests in securities (Beneficial shareholding including indirect holdings) as at 30 June 2026 2026 2025 Beneficial shareholdings Securities ADR Securities ADR Prescribed officers V Bester 4 041 3 223 C Herrmann 14 847 4 775 CK Mokoena1 30 266 16 221 SD Pillay 13 986 3 635 SL Siyaya2 763 H Wenhold3 23 331 24 634 Notes 1 Stepped down as Prescribed Officer on 30 September 2025 having reached the Group’s retirement age. 2 Appointed with effect 1 September 2025 3 Stepped down as Prescribed Officer on 31 August 2025 having reached the Group’s retirement age. PART III: REMUNERATION IMPLEMENTATION REPORT CONTINUED SASOL INTEGRATED REPORT 2026 177 SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY INTRODUCTION DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE SUMMARISED FINANCIAL PERFORMANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
Non-Executive Directors’ fees Non-Executive Directors Board Meeting Fees2 R’000 Lead Independent Director Fees2 R’000 Committee Fees2 R’000 Ad Hoc or special purpose Board Committee2 R’000 Total 20261 R’000 Total 20251 R’000 MBN Dube (Chairman) 6 385 6 385 6 671 M Flöel (Lead Independent Director)3 2 077 964 1 248 – 4 289 4 234 KC Harper4 1 463 458 – 1 921 3 086 DGP Eyton5 2 221 1 363 3 584 3 089 MJ Cuambe6 1 805 845 – 2 650 2 606 GMB Kennealy 1 958 1 037 – 2 995 2 982 S Subramoney 1 958 613 – 2 571 2 564 NX Maluleke7 2 101 562 – 2 663 – R Gasant8 803 51 – 854 – TJ Cumming 9 – – – – 2 917 NNA Matyumza10 – – – – 421 MEK Nkeli11 – – – – 458 Total 20 771 964 6 177 – 27 912 29 028 NED fees Aligned with clause 24 of the Company’s MOI, with effect from 1 January 2026, the fees payable to Non-Executive Directors of the Company for their services as Directors of the Company, are as listed in the table below: January 2026 – December 20261,2,3 NEDs permanently residing outside of Europe/UK/ North-America (US$) NEDs permanently residing in Europe/UK/ North-America (US$) Chairman of the Sasol Limited Board (all inclusive) 307 000 371 700 Non-Executive Director 107 700 129 300 Lead Independent Director (additional to director’s fee) 46 000 55 200 Audit Committee Chairman 32 100 37 400 Audit Committee member 21 300 25 600 Remuneration Committee Chairman 21 400 25 700 Remuneration Committee member 12 800 15 500 Other Committee Chairman4 21 400 25 700 Other Committee member4 12 800 15 500 PART III: REMUNERATION IMPLEMENTATION REPORT CONTINUED Notes: 1 Fees are exclusive of value-added tax (VAT) which is added for directors who are registered for VAT. 2 Paid in US dollar or home country currency as appropriate. 3 Exchange rate for conversion from US dollar to ZAR will be fixed for a period of 12 months to prevent exchange rate fluctuations in the actual fees paid for the ensuing 12-month period. 4 Also applies to any ad hoc Committee constituted by the Board from time to time. Notes 1 Fees exclude VAT. 2 Board and Committee fees are denominated in US dollars and are therefore subject to fluctuations in foreign exchange rates. For non-Executive Directors permanently resident outside Europe, the United Kingdom and North America, the US$/ZAR exchange rate applicable to Board and Committee fees was fixed for the first half of FY26 using the average exchange rate for the period July 2023 to December 2024. The exchange rate applicable to the second half of FY26 was fixed using the average exchange rate for the period July 2024 to December 2025. In addition, a cost-of-living adjustment is applied to the fees of these directors. To reduce the impact of currency volatility on non-Executive Directors permanently resident in Europe, the United Kingdom and North America, the US$/EUR and US$/GBP exchange rates applicable to Board and Committee fees were fixed for Q2, Q3 and Q4 using the prevailing average exchange rates at the time the fees were approved. 3 Dr Flöel was appointed as Remuneration Committee Chairman and stepped down from the Capital Investment Committee Chairman role, effective 6 June 2025 while remaining a member of Capital Investment Committee. 4 Ms Harper resigned from the Board on 16 February 2026 and received pro rated Board and Committee fees for Q3. 5 Mr Eyton stepped down as a member of the Audit Committee, effective 1 June 2026 and received pro rated committee fees for Q4. 6 Mr Cuambe was appointed as the Chairman of the Capital Investment Committee, on 6 June 2025. He stepped down as a member of the Safety, Social and Ethics Committee on 22 August 2025 and received pro rated committee fees for Q1. 7 Ms Maluleke was appointed to the Board effective 9 June 2025, and was appointed to the Audit, and Safety, Social and Ethics Committees, on 22 August 2025. 8 Mr Gasant was appointed to the Board on 1 February 2026 and received a pro-rated Board fee. He was appointed to the Audit Committee and the Remuneration Committee on 1 June 2026 and received pro rated committee fee payments. 9 Mr Cumming resigned from the Board on 6 June 2025. 10 Ms Matyumza retired from the Board on 8 September 2024. 11 Ms Nkeli retired from the Board on 31 August 2024. SASOL INTEGRATED REPORT 2026 178 SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY INTRODUCTION DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE SUMMARISED FINANCIAL PERFORMANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
Pay gap disclosures We believe that transparent and comparable pay information helps build trust and supports fair pay practices. In South Africa, pay transparency is particularly important because historical inequalities continue to influence employment outcomes. By reporting our pay gaps, we can identify differences, measure our progress and remain accountable for improving pay equity. PART III: REMUNERATION FAIR PAY PRINCIPLES Reporting both actual and target remuneration measures reduces the effect of year-to-year changes caused by business performance, economic conditions and the timing of incentive payments. It also provides a more consistent basis for comparing remuneration over time. Because target remuneration includes future incentive opportunities, the highest-paid employee for pay gap reporting purposes may differ from the highest-paid individual disclosed in the Executive Director and Prescribed Officer remuneration tables. The Committee oversees pay gap reporting and reviews pay outcomes in countries where we employ a significant number of employees (200+). It monitors both vertical and horizontal pay gaps, including gender and race pay gaps in South Africa, and oversees actions to address any material differences if required. We continue to refine our Global Pay Transparency Framework as regulations and leading practices evolve, including the EU Pay Transparency Directive. This helps us improve transparency, strengthen governance and promote fair and equitable remuneration across all the countries in which we operate. Average Median CENTRAL TENDENCIES Transparency and fairness in pay practices PAY EQUITY INDICATOR REMUNERATION LEVELS Highest paid Lowest paid We have adopted a Global Pay Transparency Framework to create a consistent approach to pay across Sasol. The framework reflects leading global practices and evolving legal requirements. It also strengthens how we measure, monitor and report pay equity across our workforce. We began reporting pay gap information voluntarily before the Companies Act came into effect. We will continue to strengthen our reporting as local and international standards evolve. To give a balanced view of remuneration, we disclose both actual remuneration and target remuneration. • Actual remuneration reflects what employees earned during the reporting period. • Target remuneration includes target short-term and long-term incentive opportunities, assuming all performance conditions are achieved. CATEGORY METRIC Remuneration Levels • Total remuneration of the lowest paid employee • Total remuneration of the highest paid employee Central Tendencies • Average total remuneration • Median total remuneration Pay Equity Indicator • Ratio of total remuneration of top 5% earners vs bottom 5% earners Section A: Actual earnings, in line with Section 30B of the Companies Act Section B: Total target remuneration, as per our Remuneration Policy, which smooths out fluctuations in variable pay and supports more consistent year-on-year comparisons Section C: Gender Pay Information and pay gaps Our Pay Gap Disclosure Includes three data sets: SASOL INTEGRATED REPORT 2026 179 SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY INTRODUCTION DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE SUMMARISED FINANCIAL PERFORMANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
PART III: REMUNERATION FAIR PAY PRINCIPLES CONTINUED Section A: South African Pay information and pay gap data using actual payroll data as processed in the periods 1 July 2024 – 30 June 2025 and 1 July 2025 – 30 June 2026. Data analysis includes all permanent and non-permanent employees but excludes learners who are in training and receive a stipend. The short-term incentives and long-term incentives processed through the payroll during FY25 and FY26, are included. In addition: • Payments for employees who only worked a portion of the year, are not annualised which means that where an employee was only employed for one month, we only disclose the one month’s earnings; • Employer contributions to employee benefit funds as well as leave encashments at service termination, all allowances and overtime are included; and • Benefits in kind which are not limited to transportation, uniforms, meals on site are excluded. The data is based on a headcount of 25 360 for FY25 and 25 381 for FY26. A. Actual earnings and allowances + actual STI + LTI gains R761 798 R923 102 R24 369 456 R20 270 R784 929 R931 520 R31 152 754 R20 373 FY25 FY26 Highest and lowest actual earnings Median Average Highest actual earnings Lowest actual earnings The year-on-year differences in the highest earnings are caused by variable pay awards at senior leadership and a full year’s remuneration reflected for the CEO in 2026. The year-on-year differences in the lowest earnings relate to employees only being employed for a portion (one month) of the year. The change in median and average earnings relates to a change in headcount at different levels in the organisation and reflects the annual increases applied. Ratio of Top 5% vs. Bottom 5% FY25 FY26 Bottom 5% Top 5% Bottom 5% Top 5% Sample Size 1 268 1 268 1 269 1 269 Average 201 565 3 044 955 220 709 2 943 275 Ratio 15,11 13,34 The pay gap over the past two years has narrowed (FY24 16,60) which is indicative of the lower than inflation increases at management level and above inflation increases at bargaining unit level, as well as the outcomes of targeted interventions to address pay compression which is the gap between lower paid non-bargaining unit employees versus higher paid bargaining unit employees. Section B: Pay information and pay gap data using actual payroll data fixed, and contingency pay, and target incentive amounts; for the periods 1 July 2024 – 30 June 2025 and 1 July 2025 – 30 June 2026 The following principles applied differ from those previously used: • Variable pay has been set at the target levels for different role categories and not the actual amounts processed; this approach eliminates substantial year-on-year changes in variable pay and thus provides a more accurate indicator of pay gaps; • The earnings data for non-permanent employees are excluded; and • The earnings for employees who worked for less than one year, are annualised. The data is based on a headcount of 24 941 for FY25 and 24 983 for FY26. Median Average Highest actual earnings Lowest actual earnings B. Actual earnings and allowances + target STI + target LTI FY25 FY26 R843 778 R1 056 268 R56 446 406 R165 176 R867 835 R1 063 937 R70 321 289 R196 164 Highest and lowest actual earnings Ratio of Top 5% vs. Bottom 5% FY25 FY26 Bottom 5% Top 5% Bottom 5% Top 5% Sample Size 1 247 1 247 1 249 1 249 Average 375 215 3 901 037 390 738 3 792 854 Ratio 10,40 9,71 Over two years the gap has narrowed (FY24: 10,71) due to refinements to the pay mix design, below-inflation salary increases at management level, above-inflation salary increases at bargaining unit level, and targeted interventions to address pay compression between lower-paid non-bargaining unit employees and higher-paid bargaining unit employees. SASOL INTEGRATED REPORT 2026 180 SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY INTRODUCTION DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE SUMMARISED FINANCIAL PERFORMANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
Section C: South Africa Gender Pay information and pay gap data for the periods 1 July 2024 – 30 June 2025 and 1 July 2025 – 30 June 2026 respectively Understanding gender pay gap PART III: REMUNERATION FAIR PAY PRINCIPLES CONTINUED 27% Female 73% Male FY26 gender split The gender pay gap compares the average remuneration of male and female employees across the organisation. Gender pay gap metrics are influenced by the representation of men and women across different organisational levels and occupations. Gender representation Our gender representation remained broadly stable over the reporting period. Although the workforce continues to be predominantly male, the data indicates a gradual improvement in female representation over a three-year period, as a result of targeted and deliberate initiatives to increase female representation. Representation across the pay quartiles Pay quartile disclosures show the proportion of male and female employees within each quartile of the organisation's pay structure, from the lowest to the highest paid employees. These disclosures illustrate workforce representation across pay levels. In FY26, females represented 27% of the overall workforce, 29,3% of employees in the lower pay quartile and 24,4% in the upper pay quartile. While females remain modestly under-represented in the highest-paid quartile, the variation across the pay quartiles is limited, indicating a relatively balanced distribution of female representation across organisational levels. Female representation is broadly consistent across the pay structure. Upper Lower Upper middle Lower middle FY26 FY25 FY24 24,40% 23,69% 24,07% 75,60% 76,31% 75,93% FY26 FY25 FY24 32,07% 30,63% 32,56% 67,93% 69,37% 67,44% FY26 FY25 FY24 22,99% 22,39% 21,63% 77,01% 77,61% 78,37% FY26 FY25 FY24 29,30% 29,57% 26,67% 70,70% 70,43% 73,33% Female Male SASOL INTEGRATED REPORT 2026 181 SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY INTRODUCTION DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE SUMMARISED FINANCIAL PERFORMANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
PART III: REMUNERATION FAIR PAY PRINCIPLES CONTINUED Average and median remuneration The average and median remuneration disclosures compare the remuneration of male and female employees across the organisation. Remuneration is the same definition as used for the pay gap ‘actual’ remuneration calculation which includes actual remuneration earned during the period, inclusive of benefits, allowances, overtime and incentives calculated on the “target” as stated in the policy and not the actual incentives earned for the period. Average and median remuneration for both male and female employees increased over the reporting period in line with annual remuneration adjustments. Differences between the average and median remuneration of male and female employees reflect the overall composition of the workforce across roles and organisational levels. Average Median FY26 FY25 FY24 1 035 129 1 011 291 978 120 1 074 696 1 072 469 1 017 493 FY26 FY25 FY24 779 135 756 324 720 771 901 606 877 719 833 594 Female Male Taken together, the gender representation, pay quartile and remuneration data indicate that female representation has improved over the reporting period and remains relatively consistent across the organisation's pay structure. While differences remain in average and median remuneration, these measures should be considered in the context of workforce composition and the distribution of employees across organisational levels. We continue to monitor these indicators as part of our broader remuneration governance and talent management framework. SASOL INTEGRATED REPORT 2026 182 SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY INTRODUCTION DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE SUMMARISED FINANCIAL PERFORMANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
PART III: LOOKING FORWARD – FY27 August Committee Decisions At the 27 August 2026 Committee meeting the following items were approved with respect to FY27, in line with the policy outlined in this report. Long-term Incentive KPIs The FY27 Long-term Incentive (LTI) KPI framework was reviewed to ensure continued alignment with 2025 Capital Markets Day commitments and long-term value creation objectives. The Committee concluded that the FY26 measures remain appropriate and therefore retained a largely unchanged KPI framework for FY27. KPI – Key Performance Indicator FY27 Weighting (FY27) Unit of measure ESG (25%)Scope 1 and 2 GHG Intensity at Secunda Operations 25% Improve on Scope 1 and 2 GHG intensity for Secunda Operations Group Financials (75%) Southern Africa breakeven oil price 20% FY29 SA breakeven oil price International Chemicals EBITDA margin % 10% FY29 Adjusted EBITDA margin % for International Chemicals Net debt (US$)1 15% FY29 Net debt Relative TSR measured against the peer group 30% 60th percentile of the FY27 peer group 1 Excluding leases, before second-order capital expenditure and dividends Annual salary review The cost of non-bargaining unit annual salary increases, including market adjustments where applicable effective 1 October 2026: SA: 4,00%, US: 2,50%, Germany: 1,90%, Italy: 1,90%, Mozambique: 4,50%. FY27 Incentive KPIs Short-term Incentive KPIs We have retained most of the Incentive Plan KPIs included in the FY26 STI scorecard in order to support the delivery of the Group’s strategic priorities for FY27. KPI – Key Performance Indicator FY27 Weighting (FY27) Unit of measure ESG (People) (20%)Occupational Safety1 10% # Hospitalisations Process Safety 10% # FERs ESG (Climate) (5%) Energy Efficiency 5% Energy Efficiency improvement % Group Financials (75%) Gross Margin2 15% Normalised Gross Margin Cash Fixed Cost Optimisation2 15% Normalised absolute CFC before short term incentives Production Volumes 10% Secunda Operations Production Volumes Free cash flow generation2 35% Free cash flow (before second-order capital expenditure and dividends paid) to Turnover ratio 1 To be moderated for injury severity using the ISS methodology. 2 Normalised for macroeconomic conditions and other factors outside of management’s control, as approved by the Committee SASOL INTEGRATED REPORT 2026 183 SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY INTRODUCTION DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE SUMMARISED FINANCIAL PERFORMANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
DATA AND ASSURANCE / ADMINISTRATION Trusted data underpins credible reporting. By strengthening data assurance and maintaining well-governed collection methodologies, we unlock the value of data to support transparent, reliable and decision-useful disclosure Assurance indicators 185 Independent Auditor’s Assurance Report on selected key performance indicators 186 Contact details 188 Forward-looking statements 188 Glossary and abbreviations 189 SASOL INTEGRATED REPORT 2026 184 SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY INTRODUCTION DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE SUMMARISED FINANCIAL PERFORMANCE ASSURANCE/ ADMINISTRATION REMUNERATION REPORT |
Exhibit 99.3
|
CHIEF FINANCIAL OFFICER STATEMENT Our financial framework continued to guide the decisions we made during FY26. Improved operational performance, strict cost management and disciplined capital allocation created operating leverage across the business, positioning Sasol to convert improved market conditions in the latter part of the year into stronger earnings and further balance sheet strengthening. While this progress is encouraging, we recognise that it is part of the ongoing journey to deliver the FY28 commitments we made at our Capital Markets Day (CMD). Our focus remains on consistent execution, stronger cash generation and building a more resilient Sasol. Dear stakeholders FY26 marked another important step in delivering the commitments we set out at our CMD and strengthening Sasol’s financial position. We continued to advance our strategic priorities to restore the Southern Africa value chain, reset International Chemicals and deliver our Grow and Transform agenda. KEY MESSAGES made during FY26. Improved operational performance, strict cost management and disciplined capital allocation created operating leverage across the business, positioning Sasol to convert improved market conditions in the latter part of the year into stronger earnings and further balance sheet strengthening. While this progress is encouraging, we recognise that it is part of the ongoing journey to deliver the FY28 commitments we made at our Capital Markets Day (CMD). Our focus remains on convert improved market conditions in the latter part of the year While this progress is encouraging, we recognise that it is part made at our Capital Markets Day (CMD). Our focus remains on consistent execution, stronger cash generation and building a more resilient Sasol. into stronger earnings and further balance sheet strengthening. cost management and disciplined capital allocation created operating leverage across the business, positioning Sasol to made during FY26. Improved operational performance, strict While this progress is encouraging, we recognise that it is part of the ongoing journey to deliver the FY28 commitments we made at our Capital Markets Day (CMD). Our focus remains on consistent execution, stronger cash generation and building a operating leverage across the business, positioning Sasol to convert improved market conditions in the latter part of the year cost management and disciplined capital allocation created made during FY26. Improved operational performance, strict Our financial framework continued to guide the decisions we • Stronger earnings through improved business delivery and supportive macro conditions • Continued balance sheet strengthening through sustainable cash generation and focused debt reduction • Improved competitiveness through ongoing cost and capital discipline • Enhanced financial resilience and continued progress towards sustainable shareholder returns • Proactive risk management with hedging programme in progress WALT BRUNS // Chief Financial Officer Salient features Adjusted EBITDA* of R61 billion, up 17% compared to prior year, driven by a combination of management actions and more supportive macros in the last quarter Sales volumes increased by 4% to prior year, through improved operational performance Disciplined capital spend of R21 billion, 18% lower than prior year Free cash flow decreased by 5% to R11,9 billion, impacted by elevated working capital and once-off Transnet settlement received in prior year Net debt reduced by 11% to US$3,3 billion**, with deleveraging prioritised Strong liquidity position of ~US $5 billion, ensuring financial resilience The year was characterised by ongoing volatility across energy, refining and chemicals markets, geopolitical uncertainty and evolving global trade dynamics. However, macro conditions became more supportive in the fourth quarter following the Middle East (ME) conflict, and it is important to acknowledge the contribution this made to our performance. Equally important is that Sasol was better positioned to capture this benefit as a result of the operational and commercial progress we have made across the business. Our financial priorities remain unchanged: improving sustainable free cash flow, reducing debt, allocating capital with discipline and resuming dividends when appropriate. These priorities continue to guide our decisions and underpin our commitment to creating long-term value for shareholders and broader stakeholders. Disciplined capital allocation 3 Resume dividend Improve sustainable free cash flow Deleverage balance sheet 1 2 4 Consistent execution against these priorities over the past two years is delivering tangible results, strengthening Sasol’s competitiveness and improving financial resilience. While there is more work to do, we are building a structurally stronger business that is better positioned to create sustainable value for our shareholders through the cycle. * Adjusted EBITDA is calculated by adjusting earnings before interest and tax for depreciation, amortisation, share-based payments, remeasurement items, change in discount rates of environmental provisions, unrealised translation gains and losses on derivatives and hedging activities. ** Total debt excluding leases less cash and cash equivalents SASOL INTEGRATED REPORT 2026 66 JOB031420_SASOL 2026_IR_5_SUMMARISED FINANCIAL PERFORMANCE_v24_TS INTRODUCTION SUMMARISED FINANCIAL PERFORMANCE SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
CHIEF FINANCIAL OFFICER STATEMENT CONTINUED Financial performance for the year Delivering stronger financial performance We delivered a stronger financial performance in FY26, with improved earnings and robust cash generation. We delivered or exceeded against all our key market guidance metrics with exception of net working capital which was above target range at year-end due to higher pricing resulting from the ME conflict and fuels inventory build. Adjusted EBITDA increased by 17% to R61 billion, driven by 4% higher sales volumes, stronger oil prices and significantly improved fuel differentials following the ME conflict in the fourth quarter. These benefits were partly offset by a stronger Rand/US dollar exchange rate. The Gross Margin % improved from 45% to 46% with variable costs also increasing mainly due to higher sales volumes and increased crude purchases to accommodate the higher Natref shareholding capacity following the Prax business rescue. Cost containment remains one of our key focus areas. 0 100 200 300 400 Jun 24 Jun 25 Jun 26 Turnover Gross margin % % 47 45 46 0 10 20 30 40 50 60 Rbn 275 249 272 Turnover (Rand billion) and gross margin (%) 60,0 60,7 51,8 51,8 0 15 30 45 60 75 Jun 25Jun 24 Jun 26 Rbn Adjusted EBITDA (Rand billion) 7,2 11,9 12,6 51,8 0 5 10 15 Jun 25Jun 24 Jun 26 Rbn Free cash flow (Rand billion)* * Free cash flow is defined as cash available from operating activities less first order capital and related capital accruals. The Free cash flow calculation has been updated, in line with the revised capital allocation framework, to include selective growth and transform capital as part of first order capital, previously included under second order capital. Prior years have been reclassified accordingly. Net working capital, measured as the percentage of turnover on a rolling 12-month basis, increased to 18,3% (16,6% on rolling 6-month basis), above our guidance range of 15,5% – 16,5%. This was driven by higher Q4FY26 pricing, the impact of utilising Prax’s shareholding capacity at Natref and higher fuels volumes at year end. These volumes will, however, support planned shutdowns early in FY27. Improving working capital remains a key priority and represents a significant opportunity to strengthen cash conversion over the coming year. Capital expenditure of R21 billion was 18% lower than the prior year, mainly due to the conclusion of major feedstock gas and compliance spend, together with the absence of the Secunda Operation shutdown in the financial year. We continue to optimise capital across the portfolio, while maintaining safe, reliable and compliant operations. Importantly, this progress has enabled us to revise our FY27 capital guidance and resulted in cumulative savings of R12 – 14 billion over the 3 year-period against the ranges communicated at CMD. Free cash flow of R11,9 billion decreased 5% compared to the prior year, despite higher earnings and lower capital expenditure. Cash flow was impacted by higher afore-mentioned year-end working capital. Excluding the Transnet SOC Limited net cash settlement received in the prior year, cash generation improved 26%. In the Southern Africa business, we achieved an oil breakeven price of US$49/bbl. Excluding the macroeconomic tailwinds and the absence of a Secunda shutdown, the breakeven would have been US$55 to 58/bbl. This compares positively to US$63/bbl in FY25, excluding the once-off Transnet settlement. The improvement reflects the continued benefits of our operational improvement, cost and capital optimisation initiatives. In International Chemicals, the reset programme continues to improve the competitiveness of the portfolio and largely offset the impact of weaker-than-expected market conditions experienced during the first nine months of the year. Together with stronger market conditions in the fourth quarter, this supported adjusted EBITDA of US$604 million. Approximately US$150 – 200m of Adjusted EBITDA is directly as a result of the benefit of stronger pricing associated with the ME conflict. Total impairments of R16,8 billion mainly related to the Secunda liquid fuels refinery cash generating unit (CGU) (R7,7 billion), the Polyethylene CGU (R3,7 billion) and the Production Sharing Agreement development in Mozambique (R3,8 billion). While management actions improved the recoverable amount of the CGUs, these benefits were offset by the stronger forecast Rand/US$ exchange rate and longer term US$ pricing. We remain focused on progressing initiatives further to be incorporated in the impairment calculations. 4,1 3,3 3,7 0 1 2 3 4 5 Jun 25Jun 24 Jun 26 US$bn Net debt excluding leases (US$ billion) SASOL INTEGRATED REPORT 2026 67 JOB031420_SASOL 2026_IR_5_SUMMARISED FINANCIAL PERFORMANCE_v24_TS INTRODUCTION SUMMARISED FINANCIAL PERFORMANCE SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
CHIEF FINANCIAL OFFICER STATEMENT CONTINUED REVISED CAPITAL ALLOCATION FRAMEWORK 1 Net debt excluding lease liabilities 2 After tax, interest and 1st order capital expenditure 1 ST ORDER ALLOCATION 2ND ORDER ALLOCATION NET DEBT1 SUSTAINABLY <US$3 BILLION Deliver additional shareholder returns Invest in growth and transform Further debt reduction Selective Growth and Transform (1st order) Smaller, high-return growth projects and incremental transform initiatives Optimise maintain capital Ensuring continued safe and reliable operations Strengthen the balance sheet Reinforce financial resilience to manage volatility Growth and Transform capital shifted Prioritise value-accretive investments once balance sheet allows Maintain safe and reliable operations Selective Growth and Transform PAY DIVIDENDS OF 30% OF FREE CASH FLOW2 1 1 3 2 4 3 4 2 Further strengthening our financial position FY26 marked another year of meaningful progress in reducing net debt and strengthening our balance sheet. Net debt (excluding leases) reduced by 11% to US$3,3 billion compared to US$3,7 billion in the prior year, and below our guidance of less than US$3,7 billion, reflecting continued cash generation and disciplined capital allocation. Total debt also decreased from US$5,8 billion (R103,3 billion) to US$5,7 billion (R93,9 billion), while liquidity remained strong at US$5 billion, providing sufficient financial resilience. During the year, we further optimised our debt maturity profile through the successful issuance of both a 5-year, R5,3 billion floating rate bond in exchange for US$300 million and a US$750 million bond maturing in 2033, together with the partial repayment of our 2028 and 2029 bond maturities (i.e. debt neutral). This materially extended our debt maturity profile, further reduced near-term refinancing risk and improved the regional mix of our debt to better match the underlying cash generation of our assets. Our proactive hedging programme continues to mitigate the volatility arising from oil price and exchange rate movements. Our strategy is to provide downside protection while retaining upside participation and managing hedging costs. The FY27 oil hedging programme is complete, while the FY27 ZAR/USD hedging programme remains underway. Disciplined capital allocation Our capital allocation framework remains central to how we create long-term shareholder value. It provides a disciplined and transparent approach to allocating capital across the business, balancing the need to maintain safe and reliable operations, strengthen the balance sheet, invest in future growth opportunities, and enhance shareholder returns. In FY26, we continued to apply this framework by prioritising investments that protect the competitiveness of our existing operations while advancing selective growth opportunities. As gas development costs within the PSA licence in Mozambique come to an end, we are redirecting capital to ensure coal and gas feedstock security. At the same time, we remain disciplined in pursuing selective growth opportunities. This included the €60 million final investment decision for the Brunsbüttel specialty alumina project in Germany, supporting the growth of our Advanced Materials business. Until our net debt target of below US$3 billion on a sustainable basis is achieved, deleveraging will remain our primary capital allocation priority. Thereafter, our stronger financial position will provide more flexibility to allocate capital where it creates the greatest value, including further debt reduction, additional value-accretive growth investments and/or enhanced shareholder returns. SASOL INTEGRATED REPORT 2026 68 JOB031420_SASOL 2026_IR_5_SUMMARISED FINANCIAL PERFORMANCE_v24_TS INTRODUCTION SUMMARISED FINANCIAL PERFORMANCE SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
CHIEF FINANCIAL OFFICER STATEMENT CONTINUED FY27 outlook: Building credibility through performance Looking ahead to FY27, our focus remains firmly on delivering against the targets we have set out at CMD. Having strengthened the business during FY26, the emphasis now shifts to sustaining these improvements and continuing to build credibility through performance. We will target: • Volume delivery in line with targets as included in the relevant portfolio sections • Cash fixed cost increases below inflation • Net working capital between 15,5% and 16,5% of turnover (over 6-month rolling annualised turnover) • Capital spend between R23 and R26 billion, including selective Growth and Transform capital • Breakeven for Southern Africa integrated value chain of between US$53 and 58/bbl and Adjusted EBITDA for International Chemicals of between US$450 and 600 million • Net debt lower than US$3,3 billion • Continued hedging in line with our strategic hedging policy FY27 represents the next step in our journey. Our focus is on consistently delivering against the financial framework, strengthening cash generation and creating the financial flexibility required to achieve our CMD commitments and deliver sustainable shareholder returns. Conclusion The progress achieved during FY26 reinforces our confidence that Sasol is moving in the right direction. While external markets will remain uncertain, disciplined execution, stronger cash generation and continued balance sheet strengthening are creating a more competitive and financially resilient Sasol. This gives us a clearer pathway to deliver our CMD commitments and create sustainable value for shareholders and broader stakeholders. I would like to thank Team Sasol for their commitment and resilience throughout the year. Their dedication has been instrumental in delivering this progress. I also thank our shareholders for their continued confidence and support as we continue to execute our strategy. WALT BRUNS Chief Financial Officer 1 September 2026 TARGET BALANCE SHEET BUSINESS PROFITABILITY CAPITAL EXPENDITURE WORKING CAPITAL VOLUMES R23 – 26bn² SA oil breakeven3 US$53 – 58/bbl 15,5 – 16,5%¹ Deliver in line with targets OUR FOCUS IS CLEAR IC Adj EBITDA US$450 – 600m Robust cash generation Balance sheet strength Shareholder returns NET DEBT <US$3,3bn4 1 Net trading working capital as a percentage of rolling 6-month annualised turnover 2 Maintain and selective growth and transform capital 3 Breakeven for Southern Africa integrated value chain, including first order capital 4 Excluding lease liabilities SASOL INTEGRATED REPORT 2026 69 JOB031420_SASOL 2026_IR_5_SUMMARISED FINANCIAL PERFORMANCE_v24_TS INTRODUCTION SUMMARISED FINANCIAL PERFORMANCE SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
Exhibit 99.4
|
INTEGRATED VALUE CHAINS Southern Africa Energy and Chemicals INTEGRATED SOUTHERN AFRICA VALUE CHAIN Electricity from South African state-owned enterprise Eskom • Renewable energy through Power Purchase Agreements • Self-generation of power Coal Natural gas Crude oil Liquid fuels | Jet fuel | Natural gas | Methane-rich gas | Broad range of chemicals | Electricity OPERATING MODEL Sasol’s integrated value chains are at the heart of its differentiated value proposition Sasol is a customer-centric organisation that provides a range of energy and chemical solutions through proprietary technologies. Sasol’s operating model integrates vertically by sourcing coal and natural gas feedstock from its own mines and gas fields, while also procuring crude oil and other feedstocks, which are then refined into fuels and chemicals sold to customers globally. Sasol achieves horizontal integration through the production of chemicals and licencing technology across multiple global locations. Its integrated value chains support and strengthen its differentiated value proposition. CRUDE REFINING SOUTH AFRICA National Petroleum Refiners of South Africa (NATREF) GAS-TO-LIQUIDS SOUTH AFRICA (Gas processed) Secunda | Sasolburg MOZAMBIQUE (Gas sourced) Temane, Pande, Inhassoro QATAR (Gas sourced and processed) Ras Laffan SOUTH AFRICA Secunda | Sasolburg COAL-TO-LIQUIDS SOUTH AFRICA Secunda MARKET Supply customers globally * In Annual Financial Statements these are categorised as Differentiated Chemicals CHEMICAL PROCESSES PRODUCE Leveraging unique technologies SOURCE Feedstock/ utilities VALUE CHAINS WITH TAILORED APPROACH FOR EACH BUSINESS DIVISION International Chemicals Ethane Kerosene Aluminium Electricity from local grid • Renewable energy through Power Purchase Agreements • Self-generation of power 1 Base Chemicals | 2 Care Chemicals* | 3 Technical Formulations* | 4 Advanced Materials* AMERICA (1, 2,3,4) Lake Charles | Tucson GERMANY (2,3,4) Brunsbüttel | Marl ITALY (2,3) Terranova | Augusta | Sarroch CHINA (2,3) Nanjing SLOVAKIA (2,3) Nováky CHEMICALS PROCESSES www For more information on our integrated value chain, refer to www.sasol.com/businessoverview SASOL INTEGRATED REPORT 2026 11 SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY INTRODUCTION DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE SUMMARISED FINANCIAL PERFORMANCE ASSURANCE/ ADMINISTRATION REMUNERATION REPORT JOB031420_SASOL 2026_IR_1_SASOL AT A GLANCE_v24_TS |
Exhibit 99.5
|
EBITDA: US$450 – 600 million EBITDA margin: 10 – 12% US$53 – US$58/bbl oil breakeven STRATEGY Sasol’s strategic intent is to enhance near-term value delivery while laying the foundations for sustainable long-term growth. Delivering full potential while positioning for long-term value 1 STRENGTHEN FOUNDATION Business of today Strategic pillar This is underpinned by disciplined execution, portfolio resilience and rigorous capital allocation, guided by clear trade-offs between performance, balance sheet strength and the pace of transformation. Through this approach, Sasol aims to build a more resilient, competitive and future-ready business, aligned with integrated value creation and supported by clear delivery against defined targets. US$55 – US$60/bbl oil breakeven. EBITDA**: US$375 – 450 million EBITDA margin: 8 – 10% Delivered SA brent oil breakeven US$49/bbl. (Includes~US$6 – 9/bbl impact)* Delivered US$604 million Adjusted EBITDA EBITDA margin 12%. (Includes ~US$150 – 200m EBITDA and 2 – 3% EBITDA margin impact)*** Restore and stabilise the Southern Africa integrated value chain to be a reliable supplier and deliver competitive costs and resilient cash generation through the cycle. Reset to deliver structurally competitive margins, strong cash generation in line with peers through the cycle, and leading customer focus among peers. Improve coal feedstock quality and mining performance Restore operational reliability across the value chain Enhance cost competitiveness and margins Improved EBITDA performance over the cycle Improve portfolio resilience and returns Reduce fixed costs and reset the operating model Priorities Priorities Southern Africa Energy and Chemicals International Chemicals (IC) S1 S2 Strategic objective Strategic objective US$50/bbl oil breakeven for value chain by FY28. EBITDA: US$750 – US$850 million and >15% EBITDA margin by FY28. OUTLOOK OUTLOOK FY26 FY26 FY27 TARGET FY27 TARGET ** Earnings before interest, tax, depreciation and amortisation *** Includes the benefit of a more supportive macro-economic environment in in Q4 FY26 * Includes the benefit of no SO shutdown in FY26 and a more supportive macro-economic environment in Q4 FY26 SASOL INTEGRATED REPORT 2026 39 JOB031420_SASOL 2026_IR_3_EXECUTING STRATEGY_v24_TS INTRODUCTION SUMMARISED FINANCIAL PERFORMANCE SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE ASSURANCE/ ADMINISTRATION REMUNERATION REPORT |
|
GROW AND TRANSFORM Business of tomorrow Sasol’s strategy provides a clear pathway to near-term value delivery and optionality for long-term value creation The strategy is anchored in defined commitments through FY28, providing a clear pathway to strengthen the foundation, advance growth and transformation, resulting in financial resilience being restored. In parallel, work is underway to define the company’s ambition beyond FY28, clarifying the strategic direction, portfolio choices and trade-offs required for sustained competitiveness and long-term value creation. Strategic pillar 2 Partial fine coal solution: Commissioning of fine coal beneficiation facility. Delivered fine coal beneficiation facility (Destoning) in December 2025 as a key enabler for the emission reduction roadmap delivery Refer to pages 53 and 56 for more details. Achieved ISCC+ certification for renewable diesel, SAF and comonomer products via our Natref and Secunda facilities Grow and transform by reducing portfolio carbon intensity while scaling value-accretive, lower-carbon businesses that enhance long-term resilience and shareholder value. Scale a competitive renewable energy platform Advance sustainable fuels and chemicals selectively Protect and extend value from the gas value chain Priorities STRATEGY CONTINUED Business building Strategic objective S3 Approximately 2GW RE operational by FY30+ >10mt Scope 2 GHG reduction by FY30 (cumulative) OUTLOOK FY26 1 – 2 million litres per annum sustainable product offtake. FY27 TARGET SASOL INTEGRATED REPORT 2026 40 JOB031420_SASOL 2026_IR_3_EXECUTING STRATEGY_v24_TS INTRODUCTION SUMMARISED FINANCIAL PERFORMANCE SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE ASSURANCE/ ADMINISTRATION REMUNERATION REPORT |
|
STRATEGY CONTINUED Sasol’s strategy remains relevant despite heightened volatility across the energy and chemicals sectors, characterised by shifting market dynamics and capital constraints. The focus has sharpened on delivery; stabilising near-term performance, rebuilding momentum and creating the financial headroom to pursue future growth and transformation opportunities. Credibility through disciplined execution S1 S2 S3 SA Brent oil break even US$49/bbl EBITDA US$604m ~510MW RE is already online The renewable power platform has entered scaled execution, and achieving early cost savings and reducing carbon intensity aligned with our ERR. Renewable energy trading licence received and early cost savings and Scope 2 emission reductions achieved. Sustainable fuels and products have been de-risked through early-stage milestones, including ISCC+ readiness, progression of Sustainable Aviation Fuel at Natref and the establishment of technology partnerships, creating credible development pathways. Across business building, execution has moved from concept to delivery. The strategic reset initiatives are driving disciplined self-help actions, prioritising cost reduction, portfolio optimisation and operational reliability rather than reliance on market recovery. Decisive portfolio actions, including mothballing and closures across selected assets such as European Union (EU) Alkylphenol and the HF linear alkyl benzene (HF-LAB), US Guerbet alcohols and America Phenolics, have reduced structural losses. Approximately US$150 — 200m of Adjusted EBITDA is directly as a result of the benefit of stronger pricing associated with the Middle East conflict. Coal quality has improved with the destoning plant online, while Mining initiatives to improve own coal production and reduce external purchases will continue into FY27. Southern Africa cost competitiveness has improved, with FY26 breakeven of approximately US$49/bbl achieved, in line with market guidance. Excluding the macroeconomic tailwinds and the absence of a Secunda shutdown, the breakeven would have been US$55 – 58/bbl. This improvement reflects the outcome of focused execution across the value chain, even against a backdrop of continued external market volatility seen in FY26 as a result of the Middle East conflict. Operational reliability across the core asset base has also strengthened and improved, with Secunda sustaining production above 7,2Mt, gasifier availability consistently exceeding targets at around 87%, and Natref improvement from FY25, demonstrating regained operational control. Gas continues to play a strategic bridging role, with Mozambique gas solutions sustaining near-term value while longer-term structural enablers such as policy, pricing, production sharing agreement coming online and long-term LNG options are actively advanced. In the near term, methane rich gas from Secunda will successfully bridge the supply for external customers until LNG is available, subject to pricing considerations. In parallel, the emission reduction roadmap (ERR) has been reset to materially lower capital intensity, avoid Secunda turndown and better align decarbonisation with value protection. Driving disciplined execution against our Capital Market Commitments to reset and strengthen the IC business. In Southern Africa, performance improvement efforts are translating into tangible outcomes. SASOL INTEGRATED REPORT 2026 41 JOB031420_SASOL 2026_IR_3_EXECUTING STRATEGY_v24_TS INTRODUCTION SUMMARISED FINANCIAL PERFORMANCE SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE ASSURANCE/ ADMINISTRATION REMUNERATION REPORT |
|
STRATEGY CONTINUED Sasol is advancing a structured approach to position the portfolio for sustained value creation beyond FY30 – anchored in disciplined portfolio choices, enhanced competitiveness, and a pragmatic pathway through the energy and chemicals transition. FY30+ This work reflects a deliberate shift from static planning toward a more dynamic, choice-led strategy – ensuring Sasol protects the strength of the base while building credible, flexible pathways into the future. The emphasis remains on disciplined execution, capital efficiency, and positioning the portfolio to compete across a range of future market scenarios. Develop a measured, value-driven transition approach that aligns decarbonisation with regulatory direction, economic viability, and broader portfolio strategy Maintain strategic flexibility through phased entry, partnerships, modular investments, and staged capital deployment rather than binary commitments Identify and scale lower-carbon and higher-growth opportunities selectively as technology, policy, customer demand, and economics evolve Balance near-term earnings protection with long-term repositioning by prioritising competitive, scalable investments that avoid value dilution Value-Led Transition and Strategic Optionality Progressing a systematic review of portfolio roles and “right-to-win” positions across core and emerging value pools Differentiating assets and businesses into cash-generative foundations, optimisation opportunities, innovation and future growth platforms Assessing selective participation in adjacencies and new value chains, with a focus on scale, partnering, and capital efficiency Building a long-term portfolio that supports both resilience and exposure to structurally growing markets Future-fit Portfolio Shaping Driving end-to-end value chain optimisation across coal, gas, and chemicals to improve structural margins Identifying integration benefits and bottleneck releases to unlock latent capacity and improve throughput economics Advancing cost and reliability improvements through operational excellence, resource optimisation, and selective technology deployment Enhancing market positioning and product mix flexibility to respond to evolving demand and pricing dynamics Strengthening Core Value Chains Embedding sharper capital allocation frameworks aligned to risk-adjusted returns, cash generation, and strategic relevance Introducing clearer guardrails for investment prioritisation, balancing reinvestment in the base with disciplined growth Strengthening portfolio trade-off decisions, including pacing, sequencing, and optionality preservation Ensuring resilience under multiple scenarios, including commodity cycles, policy changes, and transition dynamics Capital Allocation and Value Discipline Strengthening integration and decision-making across business to support a more dynamic strategy Embedding clear accountability and performance metrics aligned to portfolio roles and value creation objectives Evolving toward a more growth-oriented and externally anchored mindset, while maintaining cost discipline Building capability in strategic partnerships, portfolio management, and capital agility Execution and Organisational Enablement SASOL INTEGRATED REPORT 2026 42 JOB031420_SASOL 2026_IR_3_EXECUTING STRATEGY_v24_TS INTRODUCTION SUMMARISED FINANCIAL PERFORMANCE SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE ASSURANCE/ ADMINISTRATION REMUNERATION REPORT |
|
Resilience of Sasol’s portfolio Scenario updates Sasol updates its global and South African scenarios annually to reflect changes in the external environment and to test the resilience of its strategy. The scenarios draw on external scenario sets, market intelligence, internal modelling and expert insights, providing a balanced but challenging view of possible futures. They support strategy development, risk identification, opportunity assessment and decision-making. Scenarios are not predictions. They are alternative but plausible futures used to understand uncertainty, strengthen strategic resilience and inform decision-making. They are most useful when considered together, as elements of different scenarios may emerge simultaneously. Although this writeup reflects a climate and emissions bias, which is important for Sasol, the underlying scenarios cover a wider range of issues including geopolitics, regulation, consumer responses, technology advances and market conditions. The Current Pathway reflects a world in which the energy transition continues, but at a measured and uneven pace. Global economic growth stabilises at around 3%, supported by a gradual normalisation of commodity cycles, although periodic volatility remains a persistent feature of markets. Policy ambition advances incrementally, and while technology adoption continues, it does not accelerate to its full potential due to affordability, infrastructure, and coordination constraints. Fossil fuels remain a significant part of the global energy mix for longer, with transition pressures building steadily rather than abruptly. Overall, this scenario represents a pragmatic continuation of current trends, characterised by ongoing uncertainty, episodic shocks, geopolitical tensions, and sustained adaptation spending as global warming progresses. Higher tariffs, increased conflicts and tensions – result heightened uncertainty and a more fragmented global economy. New geographic trade relationships raise security of supply concerns for energy, commodities and components, increasing the cost of minerals and metals key to the energy transition, further increasing affordability challenges. Adaptation costs are significant, related to more frequent and extreme weather events. Signposts to monitor activity in each of the scenarios include: • Global trade restrictions and tariffs; intra bloc trade versus cross-block trade • Frequency of Regulatory and policy changes including RED II, flexible allocation, carbon border tax design • Global and South African carbon regulation including carbon tax recycling and carbon budget • Macroeconomic drivers such as oil price, rand/dollar exchange rate, inflation, economic growth, product prices, feedstock price, upstream investment, ethane-ethylene price spreads, South Africa GDP/capita • Electricity growth versus GDP growth and renewables energy spend versus grid spend • Sustainability strategy and associated costs of investment required • The pace of technology development • Financing and funding trends and requirements • Align transition pace with customer needs SIGNPOSTS The current context is defined by continued global growth under heightened fragility, with geopolitical and policy uncertainty a feature of the operating environment. Global GDP growth remains positive but below historical averages, supported by technology investment and easing inflation, while constrained by trade friction, elevated debt levels and limited fiscal space. Macroeconomic volatility persists rather than recessionary collapse, making resilience and balance sheet strength pure growth exposure. Geopolitics has shifted from episodic disruption to structural fragmentation. Strategic rivalry – particularly between the US and China – continues to reshape trade, technology and industrial policy. Ongoing conflicts in Ukraine and the Middle East sustain energy price volatility and expose the sensitivity of inflation, logistics and supply chains to political shocks. Governments increasingly treat trade, energy and technology as national security instruments rather than efficiency-driven systems. Global trade remains resilient but is re-routed rather than liberalised. Industrial policy has overtaken free trade as the organising principle, with subsidies, tariffs, local content rules and carbon border measures shaping capital allocation. Supply chains are shortening and realigning via “connector economies” such as the association of South East Asian nations (ASEAN), India and Mexico, while carbon intensive and trade exposed sectors face rising regulatory and cost pressures. Technology – especially artificial intelligence (AI) – is the strongest accelerating force. AI drives a semiconductor super cycle, data centre expansion and rising power demand, linking digital competitiveness directly to energy system resilience. CURRENT PATHWAY (TEMPERATURE INCREASE 2 – 3°C) FRAGMENTED WORLD (TEMPERATURE INCREASE >3°C) Scenario 1 Scenario 2 STRATEGY CONTINUED SASOL INTEGRATED REPORT 2026 43 JOB031420_SASOL 2026_IR_3_EXECUTING STRATEGY_v24_TS INTRODUCTION SUMMARISED FINANCIAL PERFORMANCE SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE ASSURANCE/ ADMINISTRATION REMUNERATION REPORT |
|
Quantitative robustness testing of our strategy to FY30 Scenarios are used to test the robustness of our strategy, both qualitatively and quantitatively, to assist in identifying potential risks and opportunities as well as to improve overall strategic resilience. The result of the robustness testing assists in shaping the Sasol of the future strategy and in identifying possible risks to the strategy. Sasol is actively monitoring opportunities for further value creation into the future. The testing process involves developing price assumptions for each product and feedstock under each scenario, including oil, refined products, natural gas, chemicals and US ethane. These price assumptions, together with the outcomes of the financial modelling, are reviewed and approved by the Sasol Group Assumptions Committee. Through Group Finance, a detailed financial modelling exercise is then undertaken to test financial robustness through to FY30, using Earnings Before Interest, Taxes, Depreciation and Amortisation (EBITDA) as the key metric. The modelling outcomes are subsequently signed off by the Assumptions Committee and used to inform decision-making. The graph below shows the outcome of the qualitative robustness test. The line indicates the indexed FY26 EBITDA in the Current Pathway at an index of 100. This is compared to the indexed values in the scenarios in FY30 relative to the 100 index line. The comparison in the different scenarios is dependent on the relative oil price and feedstock cost variations. Despite varying scenarios, Sasol employs an agile process that proactively adjusts and shapes its strategy, enhancing resilience by capitalising on new, sustainable growth opportunities. In the Cooperative World, strong multilateral cooperation underpins faster progress on both climate action and economic development. Governments align policy frameworks, trade barriers are reduced, and technology sharing accelerates innovation and deployment across regions. The energy transition advances more rapidly, supported by lower market volatility and clearer policy signals, enabling capital to flow into low-carbon solutions with greater confidence. Fossil fuel demand declines more quickly, while petrochemical demand comes under increasing pressure from higher recycling rates, circularity, and improved material efficiency. Overall, this scenario is defined by greater system efficiency, faster technology diffusion, and a more predictable operating environment—albeit with structural pressure on traditional hydrocarbon-based activities. Adaptation costs are moderated as the system transitions away from fossil-based feedstocks. The Net Zero World assumes a strong and coordinated global commitment to limiting warming to 1,5°C, supported by stringent policies, carbon pricing mechanisms, and penalties for emissions-intensive activities. Decarbonisation accelerates rapidly across all sectors, leading to a sharp decline in fossil fuel demand. Low-carbon technologies—including renewable power, green hydrogen, and circular business models—scale quickly as capital is redirected toward sustainable systems. While this scenario delivers the most decisive climate outcome and the lowest long-term adaptation costs, it is currently less probable given geopolitical and economic realities. Nevertheless, it remains a critical reference case for stress-testing strategies, investments, and resilience under conditions of rapid and potentially disruptive transition. COOPERATIVE WORLD (TEMPERATURE INCREASE 1,5 – 2°C) NET ZERO WORLD (TEMPERATURE INCREASE ~1,5°C) Scenario 3 Scenario 4 STRATEGY CONTINUED EBITDA and oil price index in 2030 Current Pathway Fragmented World Cooperative World Net-Zero World Earnings (ZAR bil) in real terms FY26 Oil price ($/bbl) in real terms FY26 SASOL INTEGRATED REPORT 2026 44 JOB031420_SASOL 2026_IR_3_EXECUTING STRATEGY_v24_TS INTRODUCTION SUMMARISED FINANCIAL PERFORMANCE SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE ASSURANCE/ ADMINISTRATION REMUNERATION REPORT |
|
Fragmented World: Current Pathway: Cooperative World: Net Zero: Qualitative robustness testing of our strategy to FY30 Here Sasol applies a grading system to assess different elements of the Future strategy to 2030 by convening a multi disciplinary team from across the business to evaluate the robustness of the strategy across a range of themes under each of the four scenarios. These themes include potential stakeholder responses including from shareholders, non-governmental organisations and government; the strategy’s dependence on policy and regulatory changes; fluctuations in demand for liquid fuels and chemicals; market and competitive dynamics affecting liquid fuels and chemicals; and the executability of the strategy, including considerations such as the operating model, partnerships, capabilities, skills availability and the financial framework. Outcome of qualitative robustness test Sasol is progressing the GHG Emission Reduction Roadmap towards a 30% reduction target by 2030 by adopting new sustainable energy and feedstock opportunities, improving energy efficiency and incubating and scaling new sustainable opportunities to grow new value chains. Many of these activities like renewable diesel, renewable energy and bio-based feedstocks, are housed in our Business Building. The effect of these new lower carbon opportunities will be felt across Sasol both in South Africa and internationally. STRATEGY CONTINUED Approximate temperature target (°C) Adequate robustness, may show some performance vulnerability under certain circumstances Lower robustness: sensitivity to variations in certain external drivers >3 2–3 1.5–2 ~1.5 INTERNATIONAL CHEMICALS Across all scenarios, demand for chemical products is expected to expand, largely driven by demographic growth and rising living standards. Within this context, IC remains positioned as an enabler of more efficient resource use— supporting lower energy intensity, reduced waste, and improved product performance across value chains. Its portfolio already reflects this shift, offering a mix of conventional and more sustainable solutions, including biosurfactants, palm free alternatives, and lower carbon-intensity synthetic alcohols. Despite this progress, the commercial environment in the near term remains constrained. Customers continue to prioritise cost competitiveness, limiting their willingness to recognise or pay for sustainability-linked product attributes. As a result, value capture from these offerings remains gradual rather than immediate. From an execution perspective, the strategic direction is established and supported. Delivery will depend on maintaining operational discipline – managing cost structures, aligning products with evolving market requirements, ensuring effective market access, and sustaining the required technical and commercial capabilities. Current indications suggest alignment between management ambition and shareholder expectations. Under the Cooperative and Net Zero scenarios, the operating context becomes more demanding. Decarbonisation requirements accelerate, while competitive intensity increases as both incumbents and new entrants scale greener and circular product alternatives. In parallel, regulatory and cost pressures rise – most notably through the phase-out of free Emissions Trading Scheme allocations in Europe post-2026, which introduces additional compliance costs. Together, these dynamics are likely to weigh on margins and returns relative to more moderate transition pathways. SA FUELS AND CHEMICALS BUSINESS BUILDING Recognising South Africa’s developmental status, Just Transition imperatives and energy realities, the pace of transition is likely to lag that of more advanced economies. This underpins relatively stable demand through to 2030. However, in transition-led scenarios such as Cooperative and Net Zero, the direction of travel shifts more decisively – requiring faster emissions reduction and a gradual repositioning away from coal-based feedstocks. External factors further shape the outlook. A sustained lower oil price environment compresses earnings resilience, while in a fragmented world, elevated trade barriers increase input costs and dampen overall demand across fuels and chemicals markets. Although the carbon profile of South African chemical production is increasingly under scrutiny, it is not expected to materially limit market access in the near term. In response to these structural shifts, Sasol is progressively repositioning its portfolio towards lower-carbon and circular value chains. Key focus areas include sustainable aviation fuel (SAF), renewable energy integration, renewable diesel, alternative feedstocks, and lower-carbon chemical products. Sasol remains committed to SAF, with future involvement focused on technology-led collaborations, targeted project and partnership opportunities, and market-development activities that are strategically aligned and commercially supported. Importantly, these initiatives build on existing strengths rather than requiring entirely new capabilities. Sasol can leverage its established infrastructure, market channels, customer relationships, proprietary Fischer–Tropsch technology, and broad internal skills base to support this transition. This transition pathway serves a dual purpose: lowering the emissions intensity of the domestic value chain while creating new avenues for growth. In the more transition-aligned scenarios, expanding demand for greener products provides a supportive backdrop for these emerging businesses. However, this opportunity is not without constraints – global competition for critical skills, technology, and capital equipment is likely to intensify, placing upward pressure on costs and execution timelines. Beyond commercial outcomes, there are broader system-level implications. The development of new energy and chemical value chains has the potential to contribute to South Africa’s Just Energy Transition, particularly through job creation and the stimulation of local industrial activity. At the same time, the physical impacts of climate change – such as increased weather volatility and infrastructure stress – are expected to become more pronounced, especially in the Fragmented and Current Pathway scenarios. Strong strategy resilience to variations and uncertainties SASOL INTEGRATED REPORT 2026 45 JOB031420_SASOL 2026_IR_3_EXECUTING STRATEGY_v24_TS INTRODUCTION SUMMARISED FINANCIAL PERFORMANCE SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
Exhibit 99.6
|
SOURCE Feedstock/ utilities Gas Supplies the Sasol gas network in South Africa with natural gas produced from the onshore Petroleum Production Agreement (PPA) facilities, and the PSA. Gas is imported from Mozambique via the ROMPCO pipeline. Within South Africa, Sasol’s networks in KwaZulu-Natal and Witbank-Middelburg are supplied with methane-rich gas produced from SO. Gas is also sold to customers in Mozambique. Crude oil Sasol procures approximately 20 million barrels of crude oil per annum from global producers and traders as feedstock for Natref, to produce petrol, diesel, jet fuel and other refined products. Coal Operates six coal mines that supply between 30 and 35 million tons of thermal coal feedstock per annum to operations in Secunda and Sasolburg*. Production from Sasol’s mines is supplemented with external purchases to meet the requirements of the Southern Africa value chain. * Further to the repurposing of the existing export beneficiation plant as a destoning solution, Sasol Mining concluded the last of its export production on 30 June 2025 and last export sales in Q1 FY26. STRENGTHEN OUR FOUNDATION Southern Africa Energy and Chemicals Responsible for Mining, Gas, Operations, and Fuels and Chemicals sales and marketing – through which we provide various petroleum and chemical products to customers, both in South Africa and internationally. South African operations include mining and Sasol’s core manufacturing assets, incorporating Secunda Operations (SO), Sasolburg and Natref Operations. Internationally, the portfolio includes all chemicals produced in South Africa, but sold globally, gas operations in Mozambique and the ORYX GTL operations in Qatar. MARKET Supply customers globally Fuels Markets between 50 to 54 million barrels of liquid fuels per annum, supplying approximately 30% of South Africa’s domestic fuel needs through retail, commercial and wholesale channels and operating approximately 400 retail sites. Gas As the only supplier of gas at scale in South Africa, supplies 58 to 61 billion standard cubic feet (bscf) of gas per annum to the external market through a 1 428 km owned and operated gas pipeline network, supporting 282 customers from approximately 457 supply points. Chemicals Markets between 3 and 4 million metric tons of chemicals produced in South Africa. The product range consists of more than 300 unique grades of chemicals, ranging from basic commodities to specialised solutions. Sasol is the largest chemical producer in Southern Africa, supporting both local and global customers through a distribution network that covers all major markets and serves customers in more than 100 countries. Salient features Sasol remains steadfast in our commitment to pursue a workplace with Zero Harm but regrettably we recorded two fatalities in FY26 Implemented coal destoning and continuing with other interventions to improve coal quality and enable improved value chain performance Production Sharing Agreement (PSA) achieved beneficial operation in March 2026 Sasolburg was awarded the Green Drop Certification in recognition of excellence in wastewater management All three low carbon steam boilers at Natref achieved beneficial operation (BO) by FY26, completing the transition away from coal derived steam Through our self-build and renewable energy procurement programme, we have secured ~1,37GW from various sources Produced first batch of on-specification fully synthetic jet fuel at Secunda Operations (SO) ORYX GTL focused on safe, stable performance and was shut down in March 2026. Start up commenced in August 2026 ~46% own generation of electricity for South African (SA) operations Marketing and sales initiatives contributed to stronger performance PRODUCE Leveraging unique technologies Operations Secunda Operations (SO) Operates the world’s largest coal based synthetic fuels and chemicals production facility, supported by natural gas as a feedstock. The process uses advanced, high-temperature Fischer Tropsch technology to convert syngas into a range of synthetic fuel components, heating fuels and chemical products. Sasolburg and Natref Operations * ORYX GTL is a gas to liquids facility operated as a joint venture between Qatar Energy (51%) and Sasol (49%), with a design capacity of approximately 34 000 barrels per day, converting natural gas into high quality liquid fuels. Sasolburg Operations Made up of two sites, namely Sasol One and Midland, where natural gas and intermediate products from SO are converted into various chemicals. Natref A deep-conversion refinery designed to upgrade crude and produce ~90% white products. SASOL INTEGRATED REPORT 2026 51 JOB031420_SASOL 2026_IR_4_DELIVERING BUSINESS VALUE_v24_TS INTRODUCTION SUMMARISED FINANCIAL PERFORMANCE SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
Safety of our people Safety remains our highest priority. Safety is Sasol’s prioritised value, and across Sasol’s Southern Africa Operations, including Mining, safety remains the fundamental enabler of stable and sustainable performance. The commitment to Zero Harm is embedded through the One Sasol SHE Excellence Approach (OSSEA), which drives accountable leadership, frontline ownership and disciplined risk management in daily operations. Regrettably, during FY26, two fatalities occurred, highlighting the continued importance of compliance with rules and maintaining operational discipline. In a broader context safety has recorded improved indicators towards a reduction in hospitalisation cases and as well in the overall severity of injuries. www Refer to the Occupational Safety page on the Sasol website: https://www.sasol.com/esg/social-investment/safety The reduction in incidents associated with Fires, Explosions and Releases (FER’s) was also achieved in the reporting period. Performance was largely achieved through a targeted focus on high-risk activities, enhanced behavioural interventions and improved service provider accountability, collaboration and assurance activities across Southern Africa operations. Safety remains a key priority, with continued focus on improvement going into FY27. OVERVIEW OF THE YEAR Building on challenges experienced in FY25, FY26 focused on stabilising the Southern Africa value chain amid ongoing macro-economic pressures and feedstock and reliability constraints. While coal quality variability remained a headwind, Operations maintained strong cost and capital discipline, supporting cash flow and margin resilience. Operational stability improved over the course of the year, supported by targeted interventions across Mining and Operations. Improved coal quality, together with more consistent mining execution and enhanced gasifier availability at SO, supported higher SO production exceeding market guidance. Energy security for SA remains a strategic advantage with Sasol’s role underpinning resilience for South Africa (SA) during the Middle East conflict in the second half of FY26. SAFETY IS A TOP PRIORITY HC The Southern Africa value chain demonstrated improved resilience and flexibility in FY26, underpinned by stronger integrated planning and coordinated execution across operations. Despite continued constraints relating to gas feedstock availability, utilities and infrastructure, management actions were focused on maintaining production stability, improving coal feedstock quality and availability, and prioritising margin and cash generation. PROGRAMMES AND PERFORMANCE STRENGTHEN OUR FOUNDATION CONTINUED Southern Africa Energy and Chemicals continued Advantaged market location in the industrial heartland of South Africa A leading brand with established local and global customers Diverse and integrated portfolio enables optimisation across the entire value chain 10% Mining 15% Gas 58% Fuels 16% Chemicals Africa Adjusted EBITDA contribution 2026 64% Fuel MC FC Operational discipline remained a key enabler, allowing the business to respond effectively to both internal and external variability while sustaining performance. SASOL INTEGRATED REPORT 2026 52 JOB031420_SASOL 2026_IR_4_DELIVERING BUSINESS VALUE_v24_TS INTRODUCTION SUMMARISED FINANCIAL PERFORMANCE SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
STRENGTHEN OUR FOUNDATION CONTINUED Southern Africa Energy and Chemicals continued Mining MC FC NC Sasol Mining’s primary objective continues to be enhancing the quality, cost and volume of coal supplied to the Southern Africa operations. The destoning plant commenced beneficial operations in December 2025, which enabled the reactivation of previously closed low-quality sections during HY26. Processing coal through the destoning facility led to improved product quality and reduced reliance on external coal purchases. Consequently, mining saleable production for FY26 reached 28,4 mt, representing a 1% increase over 2025, while external coal procurement declined by 12%. The proportion of sinks has shown notable improvement since the commissioning of the destoning plant, now positioned at sinks less than 12%. Mining costs per sales ton remained aligned with the guidance range of R700 – R750 throughout the year. External sales were systematically discontinued in Q1 FY26, as planned, following the successful commissioning of the destoning plant. Destoning plant operational 7,26mt production from Secunda Operations PSA Gas development online (Mozambique) 57,5 mmbbl fuel sales, ahead of guidance US$ 49/bbl oil breakeven in FY26 Operations MC FC SO’s production volumes of 7,26 million tons for FY26 reflected an improvement compared to FY25 volumes of 6,72 million tons. Performance during FY26 reflected improved operational momentum, supported by increased production, progressive improvements in gasifier availability, and enhanced factory stability, particularly in the latter part of the year. While lower natural gas supply to SO following events such as flooding continued to present constraints, the operation demonstrated increased resilience and stronger overall performance throughout the year. Targeted interventions to improve coal quality, including changes in mining execution and destoning initiatives, together with focused reliability improvements on gasifiers, continued to gain traction during FY26. These actions supported improved operational predictability and increased pure gas production underpinning the pathway toward sustained volume recovery and strengthened profitability over the medium term. Sasolburg Operations delivered a stable operating performance during FY26, supported by disciplined plant operation and effective integration with the broader value chain. Operational flexibility enabled optimisation of product routing, supporting higher margin fuels and chemicals markets amid variable market conditions. The asset continued to play a key role in value protection and margin enhancement, reinforcing its strategic importance within Sasol’s Southern Africa operations. Natref delivered a strong FY26 operating performance, with production approximately 76% higher year-on-year, supported by stable crude supply , high utilisation and additional PRAX SA shareholding capacity. The refinery operated reliably throughout the year without disruption from Middle East conflict, enabling sustained throughput and elevated operating rates that contributed positively to Group liquid fuels output and value creation. Sasol will continue to utilise Prax SA’s shareholding capacity until the merger and acquisition (M&A) process is concluded. ORYX GTL was safely shutdown in March 2026, and put in preservation status in response to regional tensions in the Middle East. Start-up activities and production ramp-up commenced in August 2026, demonstrating the effectiveness of the asset preservation measures implemented during the shutdown period. SASOL INTEGRATED REPORT 2026 53 JOB031420_SASOL 2026_IR_4_DELIVERING BUSINESS VALUE_v24_TS INTRODUCTION SUMMARISED FINANCIAL PERFORMANCE SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
Chemicals Africa MC FC Market conditions for Chemicals Africa showed signs of improvement following supply disruptions in the Middle East and emerging pricing momentum towards the latter part of the year. While pricing became more favourable from March 2026 onwards, the pace and sustainability of a full market recovery remains uncertain. Structural over-capacities are expected to persist for the rest of this decade, together with tariff and trade uncertainties. The business focused on maintaining disciplined sales run rates through the second half of the year to balance production momentum. This approach supported inventory containment within targeted ranges and positioned full year sales volumes 5% above the prior year. STRENGTHEN OUR FOUNDATION CONTINUED Southern Africa Energy and Chemicals continued Gas MC FC Gas remained a strategically important contributor to EBITDA in FY26, supporting the resilience of Sasol’s integrated Southern Africa value chain. In a structurally supply-constrained environment, the business prioritised security of supply and value preservation, balancing internal requirements with external customer commitments. Production performance for the year reflected a combination of expected and operational factors. Production was lower than the prior year, primarily driven by the natural decline in existing PPA wells, together with weather related constraints (flooding) and project execution timing. Despite these constraints, gas supply continuity to customers was maintained through active system management, disciplined allocation and coordinated execution across the value chain. Increased contribution from the PSA supported supply stability, partially offsetting declines from mature fields. The business continues to progress key medium-term initiatives to sustain supply, including development of PSA infrastructure, optimisation of existing operations, and implementation of bridging solutions such as Methane Rich Gas (MRG) to support market continuity during the transition to liquified natural gas (LNG). In this context, gas remains a critical enabler of operational stability across the Sasol value chain. Fuels MC FC Liquid fuels delivered a strong performance in FY26, underpinned by sustained production stability and robust demand conditions across key fuel channels. Total fuels sales volumes closed 13% ahead of prior year, driven by higher Natref utilisation, improved Secunda performance and continued strength across Mobility and Commercial markets. Mobility delivered a record year, supported by site activations, operational excellence, premium brand strategy and disciplined execution across the retail network. Volumes closed 6% above prior year, with market share strengthening from 12,3% to 13,2%. Commercial sales volumes, including exports, also exceeded prior year by 18%, demonstrating progress in shifting sales volumes to higher margin channels. Fuel supply security is essential to meeting delivery requirements and supporting the economy, especially when global systems are under pressure. Against this backdrop, Sasol helped safeguard South Africa’s security of fuel supply, reinforcing economic resilience during a period of heightened geopolitical tensions in the Middle East. SASOL INTEGRATED REPORT 2026 54 JOB031420_SASOL 2026_IR_4_DELIVERING BUSINESS VALUE_v24_TS INTRODUCTION SUMMARISED FINANCIAL PERFORMANCE SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
OUTLOOK Unlocking value in the Southern Africa business is anchored in feedstock, operations, and marketing and sales, with feedstock and reliable operations representing the largest levers at our disposal. Our focus • Deliver on volume growth and margin upliftment • Drive disciplined cost reduction with targeted focus on capital efficiency Mining Maintaining a continuous supply of quality, cost-effective coal that meets the requirements for the Southern Africa value chain. Mining saleable production is expected to be between 30 – 32 million tons, higher than FY26, due to restoration of operational capacity and enhanced in-section efficiency. Total cost per sales ton is expected to be within the range of R680 – R750 supported by higher production and cost. Ongoing initiatives to improve destoning plant yield and throughput will drive further quality improvements, with average sinks expected to remain below 12% in FY27. Gas The gas business will continue to optimise existing projects and progress initiatives aimed at extending the gas plateau, supporting security of supply and pursuing economically viable regional opportunities. Combined gas production volumes from the PPA and PSA licences are expected to be 0 – 5% higher than FY26, reflecting the current operating environment and ongoing supply dynamics in Mozambique. Feedstock/utilities SOURCE Operations Secunda Operations FY27 production volume is expected to be 7,2 to 7,4 million tons, supported by continued reliability improvements, improved gasifier availability and the benefits of coal quality initiatives. The Secunda phase shutdown will occur in the first half of FY27. Over 1,37GW of renewable energy has been secured in South Africa, supporting the goal of reaching 2GW by FY30. Sasolburg and Natref Operations In FY27, the focus will remain on sustaining reliability gains achieved in FY26, strengthening steam supply resilience, supporting fuel specification compliance and maximising value from existing assets through targeted optimisation initiatives. This included the commissioning of low-carbon boilers at Natref, strengthening steam supply reliability and reducing emissions, as well as progressing Clean Fuels II to support compliance with FY27 fuel specifications. In parallel, the business continues to assess opportunities to repurpose existing operations through the application of proven technologies and more sustainable feedstock options, supporting longer-term value creation within the Southern Africa value chain. ORYX GTL The ORYX GTL facility was safely shutdown in March 2026, and put in preservation status, in response to the regional tensions within the Middle East. Prior to the shutdown, the asset delivered strong safety performance, solid utilisation and robust margins. Start-up activities and production ramp-up commenced in August 2026. Leveraging unique technologies PRODUCE Fuels Sasol plans to continue optimising the channel mix to enhance financial performance and will continue to build on this success. Overall FY27 sales volumes are expected to be -3 to +3% compared to FY26 supported by stable SO production, however subject to ongoing market volatility and the finalisation of Prax SA M&A process. Chemicals Chemicals Africa sales volumes for FY27 are expected to be 0 – 5% higher than FY26, supported by the anticipated improved production at our operations. Gas The expectation is to continue supplying the South African gas market with natural and methane-rich gas with volumes largely aligned to FY26. Supply customers globally MARKET STRENGTHEN OUR FOUNDATION CONTINUED Southern Africa Energy and Chemicals continued FY27 Ramp-up performance Operational reliability Improve mining own production FY28 Performance restored >7,4mt Secunda Operational volume US$50/bbl oil breakeven by FY28 Restoring the Southern Africa value chain and unlocking value SASOL INTEGRATED REPORT 2026 55 JOB031420_SASOL 2026_IR_4_DELIVERING BUSINESS VALUE_v24_TS INTRODUCTION SUMMARISED FINANCIAL PERFORMANCE SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
THRIVING IN TIMES OF UNCERTAINTY During FY26, Sasol operated in a complex and volatile global energy and chemicals environment characterised by supply disruptions and geopolitical uncertainty. Despite these conditions, the business demonstrated resilience through sustained operational stability and disciplined execution across the value chain. A key feature of this resilience was Sasol’s ability to maintain reliable supply to customers. This reflects the strength of our integrated operating model, diversified feedstock base and operational flexibility, enabling a consistent response to external shocks. In South Africa, Sasol continues to provide a cornerstone of national energy and chemical supply, supporting industrial activity and economic continuity. Our Chemicals portfolio further benefits from access to locally produced feedstock, supported by global market reach and flexible logistics, allowing the business to respond effectively to regional dislocations. This resilience is underpinned by an operating model focused on integrated planning, operational flexibility, reliable supply and consistent execution. These attributes enable Sasol not only to withstand volatility, but to deliver value through it. STRENGTHEN OUR FOUNDATION CONTINUED Southern Africa Energy and Chemicals continued BUILDING CREDIBILITY THROUGH PERFORMANCE Improving coal quality to restore the Southern Africa value chain The destoning plant reached BO in December 2025, representing a key FY26 milestone to strengthen the Southern Africa value chain for more reliable performance in FY27. Processing coal through the destoning plant has delivered a significant reduction in sinks*-content, thereby improving the overall quality of the coal blend. To support gasifier availability improvements at SO during the ramp-up of the destoning plant, a portion of our own coal production was temporarily replaced with higher quality purchased coal containing lower sinks content. With the phased ramp-up of the destoning plant during H1 FY26, the low-quality sections were started up in a phased manner, supporting an increase in saleable production and reduction in external purchases. We are continuing with systematic process improvements at the destoning plant to further optimise yield and throughput. Other quality improvement initiatives, include the piloting of X-Ray sorting technology to reduce sinks-content, beneficiating strategic stockpiles through air separation plant technology, introducing online coal analysers to provide real-time quality information for blending, and implementing operational improvements to minimise the amount of fine coal generated in our coal mining and conveyance processes. Ongoing improvements at the destoning plant and other quality improvement initiatives are expected to reduce sinks, to remain below 12% in FY27, supporting improved production levels at SO going forward. * Non-coal or inorganic rock within Run-of-Mine coal with a relative density >1,95. DESTONING AT MINING inorganic Run-of-Mine relative NATREF HYBRID PROJECT Future CFII and biofuels compliance The Natref Hybrid Project continues to progress as part of Natref’s response to evolving fuel specifications and future biofuels requirements. By enhancing the flexibility of existing infrastructure, the project will enable the production of cleaner fuels while supporting the refinery’s long-term competitiveness and operational sustainability. Following the final investment decision in January 2025, execution progressed during FY26 and the project remains on track for completion in FY27. Once complete, the project will strengthen Natref’s ability to respond to changing market and regulatory requirements, supporting reliable fuel supply and the long-term resilience of the refinery. Advancing decarbonisation while strengthening operational resilience Sasol continues to progress targeted decarbonisation initiatives across its Southern Africa operations, with a focus on improving environmental performance while reinforcing operational stability. A key milestone in FY26 was the successful transition to low-carbon steam generation at Natref, with all three low-carbon boilers achieving beneficial operation and replacing coal-derived steam supply. This transition supports compliance with evolving emissions standards, while delivering a meaningful reduction in greenhouse gas emissions. Beyond emissions reduction, the project strengthens the reliability and sustainability of steam supply to the refinery, reducing dependency on external coal-based sources and enhancing operational resilience. This reflects Sasol’s broader approach of integrating sustainability objectives with core operational priorities. These initiatives form part of a structured pathway to progressively reduce the environmental footprint of operations, while maintaining safe, reliable and compliant production in a transitioning energy landscape. 6% approximate reduction in Natref’s greenhouse gas emissions profile SASOL INTEGRATED REPORT 2026 56 JOB031420_SASOL 2026_IR_4_DELIVERING BUSINESS VALUE_v24_TS INTRODUCTION SUMMARISED FINANCIAL PERFORMANCE SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
RETAIL Disciplined execution in a constrained market Sasol’s retail fuels business outperformed the market through disciplined execution in a constrained and highly competitive environment. Performance was driven by a consistent focus on operational fundamentals, including reliable supply and strong forecourt delivery. Our Sasol Rewards and Site Refresh programme, including the rollout of the Mark V site design, delivered market leading site throughputs across the network. Sasol continued to lead the market in customer experience at retail sites as winners of the 2025/2026 Ask Afrika Orange Index award, reinforcing the strength of our customer focused proposition and consistently high operating standards. Importantly, this performance reflects a structural improvement in how the network is managed and invested in, rather than short-term market effects. A disciplined approach to site-level profitability, combined with selective, high-return growth, has supported resilient margins, improved returns and continued market share gains despite subdued market conditions. This execution discipline underpins the resilience and long-term value of Sasol’s mobility network. STRENGTHEN OUR FOUNDATION CONTINUED Southern Africa Energy and Chemicals continued BUILDING CREDIBILITY THROUGH PERFORMANCE Sasol continued to progress its integrated gas value chain strategy during FY26, balancing current supply stability from Mozambique with the development of future gas supply solutions for Southern Africa. Despite periodic upstream and infrastructure disruptions during the year, gas supply continuity to contracted customers was maintained through active system management and close coordination across the value chain. In Mozambique, the PSA and PPA projects advanced key infrastructure and production initiatives to sustain regional gas supply capacity. FY26 production was lower than the prior period, mainly driven by the expected natural decline in the PPA producing wells, but partially offset by the increasing contribution from the PSA as its production ramped up. The PSA project achieved important operational milestones, with the Integrated Processing Facility (IPF) reaching beneficial operation in March 2026 following a revised execution timeline. Schedule delays were primarily driven by flooding in southern Mozambique in Q3, timing of key agreements and operational constraints. The Central Térmica de Temane (CTT) power plant, the primary off-taker of PSA gas, is now expected to reach Beneficial Operation in Q2 FY28. Interim supply arrangements remain in place to support continued gas delivery into South Africa while the project progresses towards completion. As part of its broader gas transition strategy, Sasol also advanced the Methane Rich Gas (MRG) bridge solution to help maintain market continuity beyond 2028 while long-term LNG import infrastructure is developed. The MRG solution from SO been technically proven and commercially structured as a temporary bridging mechanism to sustain supply to external customers during the transition period. During the year, Sasol engaged industrial gas customers, prepared the system for implementation and initiated the required regulatory processes to enable third-party supply. Together, these initiatives support continued customer supply, industrial activity, and the longer-term sustainability of the regional gas market as the transition towards LNG supply infrastructure progresses. Mozambique remains a key enabler of our Southern Africa integrated value chain. BOOSTING CLEAN FUELS II (CF II) DELIVERY FY26 delivered CF II at Secunda Operations, with the flow scheme commissioned to meet evolving fuel quality specifications through optimisation of existing assets. By year-end, all remaining scope was completed, enabling sustained production of CF II-compliant petrol and diesel under normal operating conditions. GAS VALUE CHAIN PROGRESSION AND MARKET CONTINUITY SASOL INTEGRATED REPORT 2026 57 JOB031420_SASOL 2026_IR_4_DELIVERING BUSINESS VALUE_v24_TS INTRODUCTION SUMMARISED FINANCIAL PERFORMANCE SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
Sasol uses advanced technology in world-scale facilities to produce and market high-quality products through efficient, tailored value chains, serving more than 4 000 customers in 91 countries. Salient features • Resilience in volatility: Strategically positioned to benefit from access to cost-effective ethane feedstock and a low-energy-cost environment in the America, supported by a geographically diversified asset base that enables agile response to shifting global supply-demand dynamics and geopolitical disruption Customer proximity and reliability: Global assets are located close to key customer markets, enabling responsive supply and consistent, high-quality service even in volatile conditions Disciplined value delivery: Our go-to-market approach has shifted from a volume-driven to a value-driven model, supported by a tailored, market-oriented operating structure that strengthens margins in uncertain markets Strong customer partnerships: Established, long-term customer relationships, underpinned by solutions that meet both current and evolving needs Operational excellence and efficiency: A new organisational structure is standardising processes, increasing collaboration, and comprehensive cost optimisation Positioned for recovery and portfolio growth: Continued asset optimisation to ensure competitiveness, including selective modernisation and growth investments, as well as closures and mothballing decisions – supporting the reset into a more resilient, competitive, and customer-focused business STRENGTHEN OUR FOUNDATION International Chemicals Base Chemicals Provides critical raw materials including ethylene, ethylene oxide, monoethylene glycol (MEG), and polyethylene (PE) to the market and Sasol’s own assets for captive use in our alcohol-and ethoxylate-based surfactant value chains. Care Chemicals* The leading producer of linear alkyl benzene (LAB), alcohols, sodium lauryl ether sulfates (SLES), n-paraffins, alcohol ethoxylates, polyethylene glycols (PEG), EO/PO derivatives, biosurfactants, and insect oil ethoxylates serving the fabric and home care, industrial and institutional cleaning, and personal care markets. Technical Formulations* Focuses on differentiated, higher-margin specialty products including linear alcohols, branched alcohols, plasticizers, alcohol derivatives, and specialty alkoxylates for a broad range of industrial applications. Advanced Materials* Produces tailor-made high-purity aluminas used in demanding applications such as engineered abrasives for precision machining, technical ceramics, and catalytic applications • Become leaner and more efficient while maximising cash generation • Value upliftment of by-product streams • Unlock value by implementing a commodity business model to improve regional competitiveness in commodity detergent and surfactant applications while highlighting differentiated solutions in selected Care Chemicals applications • Realign organisational capabilities to drive near-term advancements in leading chemistries, while selectively developing market opportunities that support focused Research and Development investment • Accelerate sustainable growth by strategically leveraging core market strengths, optimising operational performance, and fostering innovation to enhance profitability and capture growth World-scale assets, back-integrated into cost competitive innovative surfactants. Innovative surfactants and alcohols portfolio. Well-positioned to deliver components that enable superior performance in high-value industrial applications. Ability to provide tailored solutions to customers – emphasising specialty nature and potential to maximise market leadership. FOCUS STRENGTH * In Annual Financial Statements these are categorised as Differentiated Chemicals. Resetting our business Sasol is steadily resetting the business to restore sustainable profitability and become an industry leader, while relying on resilience and adaptability to navigate structural shifts in global chemical markets. This is underpinned by integrated value chains and a tailored approach across our four divisions, enabling us to meet changing customer needs and improve returns. SASOL INTEGRATED REPORT 2026 58 JOB031420_SASOL 2026_IR_4_DELIVERING BUSINESS VALUE_v24_TS INTRODUCTION SUMMARISED FINANCIAL PERFORMANCE SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
STRENGTHEN OUR FOUNDATION CONTINUED International Chemicals continued OVERVIEW OF THE YEAR Despite a prolonged industry downturn, we have strengthened our foundation and positioned the business to outperform peers by improving investment discipline, asset reliability, and regional efficiency. Sasol advanced a focused strategy to unlock greater value and build a stronger, more resilient foundation. This included shifting to a value-over-volume commercial approach, addressing underperforming assets in Italy, Germany, and America and improving cost discipline through standardised processes and collaboration. As geopolitical developments, particularly in the Middle East, increased volatility in energy prices, feedstock availability, and global trade flows. Sasol responded with agility by optimising operations and taking timely decisions to maximise opportunities and limit downside impacts. This included running the U.S. crackers at maximum rates and progressing the ISOSIV restart at the Augusta, Italy site ensuring reliable supply and continued customer value. Supported by its diversified asset base, Sasol rebalanced production, redirected volumes, and maintained supply continuity. This agility, combined with stronger commercial discipline, supported margin recovery and customer trust. These actions are reflected in the FY26 results, including significant year-on-year Earnings before interest, tax, debt and amortisation (EBITDA) growth and improved competitive positioning, with International Chemicals moving into the middle of the peer group and well positioned for further progress. 64% Chemicals America 36% Chemicals Eurasia Chemicals America Adjusted EBITDA contribution 2026 Total US$ turnover improved by 13% compared to the prior year, due to higher cracker utilisation, recent favourable market conditions in the aftermath of the Middle East conflict as well as our ongoing strategic sales initiatives, offset by a 5% decrease in the average sales basket price, mostly from lower ethylene market prices and changes in product mix. Sales volumes were 20% higher than the prior year, driven by 28% higher Base Chemicals sales volumes for FY26, reflecting stronger cracker availability. Both crackers operated above nameplate capacity during Q4 FY26. As a result of our strategic reset initiatives, higher Base Chemicals margins as well as improved operational performance, Adjusted EBITDA% improved from 12% to 17% year-on-year. PROGRAMMES AND PERFORMANCE MC FC Chemicals Eurasia Total US$ turnover improved by 7% compared to the prior year, mainly driven by a 13% increase in the average sales basket price and a more favourable product mix, partly offset by lower sales volumes. The increase in the average US$ sales basket price was supported by strong Q4 pricing, higher palm kernel oil (PKO) prices, favourable exchange rates and our ongoing strategic sales initiatives. Sales volumes were 5% lower than the prior year, mostly related to the force majeure on certain products where feedstocks were constrained due to the Middle East conflict while we also continue to prioritise our value-over-volume commercial strategy. As a result of our strategic reset initiatives and improved unit margins, Adjusted EBITDA% increased from 6% to 8% year on year. Safety of our people Safety remains our highest priority and the foundation of how we operate. We are committed to Zero Harm by protecting the health, safety and wellbeing of our employees, contractors and communities, while maintaining safe, reliable and compliant operations across our global asset base. During FY26, we strengthened our safety culture through frontline engagement, refreshed leadership training on safety behaviour, critical risk management and operational discipline. These efforts improved process safety performance, reducing both the number and severity of incidents. However, occupational safety was below expectations, with increases in the Recordable Case Rate (RCR) and Lost Workday Case Rate (LWDCR). Targeted improvement plans have therefore been implemented, particularly in Germany and Italy, to strengthen hazard identification, risk management, leadership engagement and safe behaviours. Several sites achieved significant milestones, Tucson, America achieving two consecutive years, and Nanjing, China reaching one year without a recordable injury. As we optimise our portfolio and improve operational performance, we remain focused on proactive risk management, robust controls, disciplined safe behaviours and ensuring everyone returns home safely every day. Through visible leadership, disciplined execution and continuous improvement, we are working to make Zero Harm a reality across all operations. SAFETY IS A TOP PRIORITY HC SASOL INTEGRATED REPORT 2026 59 JOB031420_SASOL 2026_IR_4_DELIVERING BUSINESS VALUE_v24_TS INTRODUCTION SUMMARISED FINANCIAL PERFORMANCE SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
STRENGTHEN OUR FOUNDATION CONTINUED International Chemicals continued 2 3 RESET OPTIMISE EXCEL 1 Delivering long-term value by building on our market leadership, fuelled by continuous innovation and complemented by growth opportunities. These changes are intended to foster a culture of innovation, collaboration, and calculated risk-taking, which will drive the company’s growth. Streamlined organisational structure: Implementing a new organisational structure to eliminate silos, standardise end-to-end processes, and encourage greater cross-functional collaboration. Operating model change: Refining our value proposition for both commodity and specialty products to prioritise higher-margin solutions, focusing on margin expansion over sheer scale. Excellence programmes: Executing on our excellence programmes in commercial, operations, procurement and supply chain. Asset optimisation: Continuously evaluate the viability of our global assets to maximise value. Initial actions have already been taken to improve margins across our operations in Italy, Germany and the America. PHASE PHASE PHASE OUTLOOK Looking ahead, Sasol expects global chemical markets to remain structurally challenged and increasingly influenced by geopolitical developments, energy market volatility, and shifting trade patterns. . International Chemicals is well-positioned to navigate this environment, supported by its strategic initiatives a geographically diverse asset footprint, integrated value chains, and disciplined commercial approach. These strengths enable Sasol to adapt quickly to changing market conditions while continuing to deliver top-tier service and solutions to our customers. Delivering Strengthening Sasol’s foundation by prioritising cost efficiency, optimising the go-to-market approach, and improving asset performance. EBITDA for FY26: US$604m FY27: US$450 – 600 million Adjusted EBITDA margin in FY26: 12% FY27: 10 – 12% Transforming the business to facilitate the management of both internal and external debt, exploring new market growth opportunities, and fostering partnerships for growth. Underpinned by • Safety, Health and Environment: Zero Harm • Costs: Continuous improvement • Assets: Reliable, compliant, quality and efficient assets • People: Harnessing our expertise • New Enterprise Resource Planning (ERP) system • Customers: Disciplined engagements to drive mutually beneficial innovations Strategic initiatives Cost discipline is central to improving the company’s financial performance in the short term. Key strategic initiatives include: Generating value Ongoing asset review programme delivers positive results. We took decisive action to optimise the business’s operational footprint to improve financial results and long term competitiveness: By aligning Sasol’s asset footprint with long-term strategic goals and adapting to changing market dynamics, the organisation is better positioned to enhance operational efficiency and maximise shareholder value. America • Exited the Phenolics business in the US and stopped operations at both our phenolics sites in Texas • Mothballed the Guerbet unit in Lake Charles, US Germany • Mothballed the alkylphenols business at our Marl, Germany site • Aluminas expansion in Brunsbüttel, Germany Italy • Restarting the ISOSIV unit in the Augusta , Italy plant in Italy producing high-quality n-paraffins • Mothballed the HF linear alkyl benzene (HF-LAB) production asset in Augusta. SASOL INTEGRATED REPORT 2026 60 JOB031420_SASOL 2026_IR_4_DELIVERING BUSINESS VALUE_v24_TS INTRODUCTION SUMMARISED FINANCIAL PERFORMANCE SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
STRENGTHEN OUR FOUNDATION CONTINUED International Chemicals continued REDEFINING PERSONAL CARE Sasol Chemicals is advancing sustainable innovation through LIVINEX IO 7, a sustainable surfactant derived from black soldier fly larvae (BSFL) oil, a co-product of insect farming that converts organic residues and low-value agricultural by-streams into high-value biomass. Designed as a 1:1 drop-in replacement for conventional mid-cut alcohol ethoxylates, it delivers equivalent product quality resulting in on par cleaning performance, without costly reformulation. Life cycle assessment indicates that substituting palm kernel oil with BSFL oil can significantly reduce product carbon footprint while avoiding additional land-use pressure, deforestation and long, vulnerable supply chains. By coupling established manufacturing technologies with regionally sourced bio-circular feedstocks, LIVINEX IO 7 exemplifies Sasol’s commitment to reducing emissions, preserving biodiversity, increasing resource efficiency and strengthening responsible, more sustainable value chains. Sustainability and progress against our greenhouse gas (GHG) emission targets Achieved a 24%* reduction in GHG emissions making steady progress towards our 30% reduction target. * Off FY17 baseline 24%* reduction in GHG emissions SOLVENT RECOVERY AND VALUE OPTIMISATION PROJECT IN LAKE CHARLES Sasol implemented an operational optimisation initiative focused on improving the utilisation of process by-product streams from its chemicals manufacturing operations in Lake Charles. By identifying an alternative internal use for a previously lower-value stream, cross-functional teams from operations, technology, commercial and R&D functions were able to increase the value extracted from existing resources while maintaining safe and reliable operations. The project contributed to a significant contribution margin improvement through value uplift of Light solvent stripper overhead streams and increased internal consumption via integration with existing units on site. The project demonstrated how existing assets can be leveraged more effectively without significant capital investment, creating greater operational flexibility and improving overall resource efficiency. The initiative also highlighted the value of collaboration across disciplines, combining process expertise, commercial insight and innovation capabilities to unlock new opportunities. In FY26, Sasol International Chemicals approved a €60 million targeted capital investment at its Brunsbüttel, Germany operations in its Advanced Materials aluminas asset base. The investment supports Sasol’s strategy to increase the share of specialty products, strengthening high-value customer relationships, and enhancing its portfolio of differentiated products for key industrial applications. The project will debottleneck and expand existing production capacity, reinforcing Sasol’s position as a leading merchant supplier of specialty spherical alumina supports used in advanced catalyst applications that require high levels of performance and precision. Through energy optimisation and process improvements, the project is expected to reduce the product carbon footprint by up to 15% per ton, supporting both sustainability and competitiveness objectives. In a challenging European chemicals environment, this selective, site-specific investment reflects disciplined capital allocation to strengthen existing operations and enhance site capability. Beneficial operation is expected in 2029. FOCUSED INVESTMENT TO ENHANCE CAPACITY AND COMPETITIVENESS BUILDING CREDIBILITY THROUGH PERFORMANCE SASOL INTEGRATED REPORT 2026 61 JOB031420_SASOL 2026_IR_4_DELIVERING BUSINESS VALUE_v24_TS INTRODUCTION SUMMARISED FINANCIAL PERFORMANCE SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
Business Building remains key to Sasol’s transformation, with a focus on developing scalable, low-carbon growth platforms while safeguarding existing assets. In FY26, efforts shifted from creating options to ensuring delivery across integrated power, sustainable products, and gas, guided by disciplined capital use, strategic partnerships, and targeted policy advocacy. This progress enhances Sasol’s decarbonisation, responsiveness to customer demand, and long-term value creation, with a focus on aligning closely with market needs to manage risks and adjust the delivery of opportunities as needed. Salient features Secured >1,37GW of renewable energy in South Africa through self-build and procurement, underpinning the longer term target of 2GW operational RE by FY30. This comprises of ~920MW previously secured by FY25, together with an additional ~450MW RE secured in FY26, which includes 600Mwh of Battery Energy Storage (BESS). A portion of this is jointly procured with Air Liquide. Achieved key renewable energy commercial operation date milestones, including the 97,5 MW Damlaagte solar PV facility and the 330 MW Impofu wind cluster supplying Secunda Operations Achieved Financial close of the secured 300 MW Solar PV Facility, with a 660 MWh Battery Energy Storage System (BESS) Established scalable integrated power capability Achieved International Sustainability and Carbon Certification PLUS (ISCC+) certification for renewable diesel, Sustainable Aviation Fuel (SAF), and comonomers products via our Natref and Secunda facilities Strengthened future feedstock security, advancing locally anchored biomass, biolipid, biomethane and recycled-carbon supply options Advancing global and local sustainable aviation fuel initiatives Collaborating with industry partners to develop a gas-to-power solution that anchors liquefied natural gas demand aggregation. Sasol procured and retired 3,84 million verified carbon offsets against its carbon tax obligation, representing equivalent avoided or reduced emissions while supporting the growth of the South Africa’s local carbon market Operationalising the Discovery Green partnership and launching Ampli Energy 1 with current 15MW of internal allocation and an additional 150MW coming online in 2028 Strategic focus areas aligned with delivering sustainable value Build integrated power business through renewable energy Grow in sustainable fuels and chemicals Protect value from gas business Explore further opportunities Shift from strategic optionality to delivery and execution Over the course of FY26, Business Building progressed decisively from establishing strategic optionality toward strengthening delivery and execution capability. Early-stage concepts were systematically advanced into gated projects, operational assets and commercially structured partnerships, reflecting a clear shift from strategy formulation to delivery. This progress included the commercial operation of renewable energy projects, the building of a scalable power portfolio, the obtaining of an electricity trading licence, and the launch of market partnerships such as Ampli Energy. Milestones in sustainable products included ISCC+ certification for Renewable Diesel (RD), SAF, and certified monomers, along with commercial-scale production of RD and SAF. Future opportunities will be assessed through more focused and fit-for-purpose collaboration models aligned with market demand, regulatory clarity and commercial viability. In the gas sector, readiness was enhanced through gas-to-power demand aggregation with industry partners, supporting short-term demand and safeguarding existing value streams. These delivery outcomes demonstrate a disciplined approach to execution and value creation, achieved despite the challenges of regulatory and infrastructure constraints. Continued prioritisation based on market conditions helped Sasol focus on viable opportunities, strengthen its growth agenda, and remain aligned with demand while minimising risk. Advancing integrated power FY26 marked a delivery year for the integrated power business, transitioning from early portfolio assembly to scaled delivery and commercial readiness. Sasol secured a substantial renewable energy portfolio through self-build projects and Power Purchase Agreements, with multiple assets across construction, commissioning and operation. In parallel with asset delivery, the business expanded its focus to establishing the foundations of a scalable operating model, including trading capability, aggregation, governance and organisational readiness. Integrated power assets are already delivering tangible benefits through electricity cost savings, reduced exposure to escalating tariffs and lower Scope 2 emissions, with savings performance tracking ahead of original FY26 targets, despite isolated commissioning delays. IC MC GROW AND TRANSFORM Business building 1 Joint venture with Discovery Green SASOL INTEGRATED REPORT 2026 62 JOB031420_SASOL 2026_IR_4_DELIVERING BUSINESS VALUE_v24_TS INTRODUCTION SUMMARISED FINANCIAL PERFORMANCE SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
Progress against our renewable energy commitments Sasol is among the largest purchasers of renewable energy in South Africa, supporting the country’s just energy transition. In FY26, Sasol secured a total of 1,37GW of RE of which 1,2GW is to support internal consumption, and 165 to service external customers including the strategic partnership with Discovery Green through Ampli energy. As a result, Sasol delivered on our intital 1,2GW commitment ahead of schedule and remains on track to achieve its revised 2GW ambition by 2030, as outlined in May 2025 at the Capital Markets Day (CMD). To date, ~510MW is operational which is inclusive of the 97,5MW Damlaagte PV Facility which achieved commercial operation in August 2025, and the 330MW from the Impofu wind cluster which achieved commercial operation in June 2026. In February 2026, Sasol achieved financial close on an additional 300MW hybrid solar and 660MWh battery energy storage system, further diversifying the technology mix – this is currently under construction, with commercial operation planned for 2028. These projects are key enablers of Sasol’s decarbonisation roadmap and its ambition to reduce CO₂ emissions from Secunda operations by 30% by 2030. The aggregated emissions reduction, based on displacing coal generated electricity in our Sasolburg and Secunda operations in FY26 is recorded at ~0,35Mt CO2, associated with the allocation of RE online during the year. The Damlaagte and Impofu renewable energy projects are delivering significant socioeconomic benefits across the Free State and Eastern Cape, combining large-scale clean energy generation with meaningful community upliftment. Between them nearly ~4 000 jobs were created during construction, prioritising local employment from surrounding communities, while also upskilling individuals through targeted training programmes that leave a lasting legacy of employability in the renewable energy sector. The projects also drove long-term community development through initiatives focused on education, childcare, infrastructure, and social inclusion, demonstrating a strong commitment to shared value and sustainable regional development. ~1,37GW Secured via PPAs and self-builds >R4bn Projected cumulative reduction in electricity costs (2025 – 2030) >10mt Projected cumulative scope 2 GHG reduction (2025 – 2030) GROW AND TRANSFORM CONTINUED Business building continued Operationalisation of the strategic partnership between Sasol and Discovery Green (a Discovery Limited initiative). The launch of Ampli Energy, a renewable energy solution designed for small, medium and micro enterprises, continued to gain positive market traction during FY26, supported by a growing customer waiting list. Early adopters have been receiving renewable energy benefits since August 2025, with supply currently capped at approximately 15MW. In February 2026, Sasol and Discovery Green entered into a 150MW power purchase agreement to support the Ampli Energy market, strengthening the platform’s ability to expand access to renewable energy and broadening Sasol’s participation in third-party energy markets, with energy being available in 2028 onwards. ~2GW RE online by FY30 Renewables in focus From strategy to delivery CMD target: 510MW OPERATIONAL 860MW IN CONSTRUCTION 330MW 50MW 140MW 50MW 120MW 69MW 10MW 100MW 98MW 3MW 100MW 300MW NC HC Unlocking renewable energy access for all FC SASOL INTEGRATED REPORT 2026 63 JOB031420_SASOL 2026_IR_4_DELIVERING BUSINESS VALUE_v24_TS INTRODUCTION SUMMARISED FINANCIAL PERFORMANCE SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
Market mechanisms: carbon credits and renewable energy certificates Sasol uses carbon credits and renewable energy certificates (RECs) to support its Emission Reduction Roadmap and 2030 greenhouse gas reduction targets, complementing operational emissions reductions. In FY26, Sasol retired approximately 3,84 million carbon credits against its carbon tax obligation, supporting verified emissions-reduction projects and South Africa’s carbon market. Sasol continues to strengthen its carbon-market capabilities to support future compliance, decarbonisation and value creation, with FY27 focused on expanding market participation and assessing strategic opportunities. High-quality carbon offsets are expected to play an important role in addressing hard-to-abate emissions while contributing to sustainable-development outcomes, including community upliftment, job creation and stronger local value chains. Fuelling hard-to-abate sectors Sasol is strengthening its feedstock base to ensure long-term growth, focusing on local supply options such as biomass, biolipids, biomethane, and recycled carbon streams, such as end of life tyres. Sasol has progressed energy crop development through field trials of crops such as Solaris and Moringa in collaboration with Anglo American and De Beers, aiming to rehabilitate mining land while developing potential future feedstock supply. The Bio Feedstock Research Centre has shortlisted high-yield biomass crops through collaboration with universities and research groups, assessing their suitability for South Africa. These initiatives help reduce reliance on global feedstock markets, improve supply resilience, and retain value locally. DRIVING INNOVATION THROUGH SYNERGISTIC VALUE-CHAIN PARTNERSHIPS SUSTAINABLE FEEDSTOCKS Feedstock supply development CUSTOMERS Aviation Mining and Logistics TECHNOLOGY AND ASSETS Refining Sustainable Aviation Fuel Fischer-Tropsch Advancing sustainable feedstock and products from proof to execution Over the past year, Sasol advanced sustainable feedstocks and products from concept to early commercial execution through a disciplined, capital-light strategy aligned with market and customer needs. Its sustainable value chain uses proprietary technology and existing assets to convert diverse feedstocks into certified lower-carbon fuels and products, linking feedstock security, asset capability, and commercialisation to support efficient capital use, execution readiness, and scalable operations. Sasol secured internationally recognised sustainability certification from TÜV SÜD for priority pathways, including Natref and selected Secunda-derived value chains, enabling it to market RD and SAF through existing infrastructure and reinforcing its position as Africa’s first refinery with this certification. It also demonstrated commercial-scale RD and SAF production from used cooking oil in South Africa, validating operability and scale-up potential without major capital investment. Customer and partner engagement, ISCC+ certification, and successful output keep Sasol on track to meet its CMD RD and SAF commitments. During the year, Sasol and Topsoe reviewed their sustainable aviation fuel (SAF) partnership and began preparing for the orderly wind-down of Zaffra, subject to legal and governance approvals. Zaffra helped build market insight, strengthen collaboration and develop a strong opportunity pipeline. The decision relates only to the partnership’s future structure and does not signal a shift away from SAF or the Sasol-Topsoe relationship. A more focused, flexible model is expected to support the next phase better, while allowing each company to pursue priority projects, innovation, and market opportunities. The Single Point Licensor (SPL) framework remains central and will continue to support integrated customer solutions. With six licences signed, Sasol and Topsoe may use fit-for-purpose structures for opportunities requiring deeper or differentiated collaboration. GROW AND TRANSFORM CONTINUED Business building continued Bridging declining gas supply Sasol continues to protect and extend gas income streams while enabling a phased transition to future gas solutions. Progress during the year included the development of gas-to-power demand aggregation, supporting industrial and power-sector demand while reinforcing the role of gas in Sasol’s broader energy and transition portfolio. FY25 – FY28 Extend supply Continue with upstream exploration activities in southern Mozambique to unlock further value FY29 – FY30 Gas bridge Offer methane-rich gas to provide supply certainty for gas customers FY30+ Aggregate liquefied natural gas (LNG) Import LNG to meet long-term external market demand and co-develop gas-to-power demand PRESERVE AND GROW LONG-TERM VALUE THROUGH DEVELOPMENT OF SUPPLY OPTIONS AND GAS-TO-POWER INITIATIVES FC IC SASOL INTEGRATED REPORT 2026 64 JOB031420_SASOL 2026_IR_4_DELIVERING BUSINESS VALUE_v24_TS INTRODUCTION SUMMARISED FINANCIAL PERFORMANCE SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
Exhibit 99.7
|
EMBEDDING GOOD CORPORATE GOVERNANCE At Sasol, governance serves as a key mechanism through which the Board provides strategic direction. Aligned with internationally recognised principles, the governance framework supports disciplined decision-making and the sustainable creation of long-term value. Governance overview 75 Board of Directors 78 Board focus areas 81 Board Committees 82 SASOL INTEGRATED REPORT 2026 74 JOB031420_SASOL 2026_IR_6_EMBEDDING GOOD CORPORATE GOVERNANCE_v24_TS INTRODUCTION SUMMARISED FINANCIAL PERFORMANCE SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
The Board confirms that Sasol has applied all the principles of the King V Report on Corporate Governance™ for South Africa, 2025 (King V™) during the reporting period. The governance practices described in this report and further detailed in the Sasol’s King V application and disclosure report have contributed to the strengthening of the governance outcomes of ethical culture, performance and value creation, conformance and prudent control, and legitimacy. The Board oversees purpose, strategy and value creation; holds management accountable for execution and conduct; governs risk, internal control, information, and decision making; and considers stakeholder interests, social responsibility, and the Group’s long-term viability. In FY26, the Board’s oversight remained aligned to the strategy presented at Capital Markets Day (CMD) in May 2025: strengthening the foundation business while positioning Sasol for growth and transformation. Focus remained on restoring the Southern Africa value chain, resetting International Chemicals, maintaining disciplined capital allocation and deleveraging, advancing the Emission Reduction Roadmap and renewable energy ambition in a value-accretive way, and preserving value in the gas business as transition choices evolve. Public updates also highlighted safety leadership, operational resilience, balance sheet strength, proactive risk management, and pragmatic decarbonisation that supports energy security and affordability. Sasol’s governance structure is designed to ensure clear accountability and the effective exercise of authority. The Board operates through its Committees and an established delegation of authority framework, while management, led by the President and Chief Executive Officer and the Group Executive Committee, is responsible for strategy execution and day-to-day operations within delegated limits. As shareholder, Sasol Limited actively exercises its rights and participates in decision-making on material matters across its subsidiaries. Subsidiaries adopt the Group governance framework, with their Memoranda of Incorporation aligned accordingly. This structure enables focused Board oversight of matters most material to sustainable value creation, without impinging on management’s execution responsibilities. GOVERNANCE OVERVIEW Governance at Sasol supports disciplined decision-making, effective oversight and long-term value creation. The Board steers and sets the direction of the Group, bringing independent, informed and effective judgement to bear on material decisions, while ensuring that strategy, risk, performance and sustainable development considerations are appropriately balanced. PRESIDENT AND CHIEF EXECUTIVE OFFICER GROUP EXECUTIVE COMMITTEE (GEC) SASOL LIMITED BOARD STAKEHOLDERS ETHICAL FOUNDATION EXECUTIVE VICE PRESIDENTS Subsidiaries (wholly-owned)/Operating Model Entities Subsidiaries (wherein external shareholder) and Joint venture (JV) Boards and shareholders Disclosures Performance Audit Committee Capital Structuring and Allocation Committee Nomination and Governance Committee (NGC) Disclosure Working Group Remuneration Committee Employee and Remuneration Committee Safety, Social and Ethics Committee (SSEC) Safety, Health and Environment Committee (SHE) Capital Investment Committee Sanctions Compliance Committee Ad hoc GEC mandating and steering committees Strategy/sustainability Control/Assurance Risks/Opportunities Further detail on the Chairman’s perspective, Board composition, Committee responsibilities, governance actions and the application of King V™ is provided in the Corporate governance section of this report. Sasol governance framework Sasol Limited shareholders SASOL INTEGRATED REPORT 2026 75 JOB031420_SASOL 2026_IR_6_EMBEDDING GOOD CORPORATE GOVERNANCE_v24_TS INTRODUCTION SUMMARISED FINANCIAL PERFORMANCE SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
How governance supports value creation GOVERNANCE OVERVIEW CONTINUED At Sasol, governance is not separate from strategy; it is the mechanism through which the Board sets direction, oversees execution, monitors performance, governs risk, allocates capital and holds management accountable for responsible value creation. The Board oversees the Group’s strategic direction and monitors management’s execution against approved priorities and targets. In doing so, it considers the interdependencies between Sasol’s business model, material matters, principal risks and opportunities, and the capitals on which the business depends. This enables the Board to assess trade-offs explicitly, including those between short-term performance, operational resilience, sustainability outcomes, stakeholder expectations and long-term competitiveness. Subsidiaries apply Sasol’s governance framework in a manner appropriate to their nature, size and risk profile. Governance with significant subsidiaries, joint arrangements and material operations is monitored to ensure that it remains aligned with Group standards and strategic objectives. The Board’s governance approach is aligned to internationally recognised principles and is anchored in a structured system of oversight, delegation and accountability. The table below summarises how these principles are embedded in the Group’s governance practices, with linkages to relevant sections across the report where these are discussed in greater detail. Governance Principle How the Sasol Board Provides Oversight Primary Mechanisms/Structures Cross-report Reference Purpose and Value Creation Accountability Stakeholder Engagement Ethical Leadership and Culture Strategy and Performance Oversight Risk Governance Steers purpose and long-term value creation, aligning strategy, capital allocation and stakeholder outcomes. Strategy and capital allocation approval, performance oversight Delegation of Authority, Board and Committee mandates Governance overview; Group governance SSEC oversight, stakeholder reporting Stakeholders and stakeholder themes; Sasol in society Purpose; Value proposition; Business model; Integrated value chains Maintains clear accountability for performance, governance and ethical conduct across the Group. Adopts a stakeholder-inclusive approach, balancing shareholder and broader stakeholder interests. Sets the tone for ethical leadership and oversees culture, integrity and responsible conduct. Code of Conduct, ethics oversight, whistleblowing Strategy reviews, performance monitoring, GEC oversight Strategy; Performance for the year; Chief Financial Officer overview Audit Committee, enterprise risk management framework Risk management; Material matters Ethics; Human capital management Approves and monitors strategy execution against defined financial and operational performance metrics. Ensures key risks are identified, assessed and managed within defined risk appetite. SASOL INTEGRATED REPORT 2026 76 JOB031420_SASOL 2026_IR_6_EMBEDDING GOOD CORPORATE GOVERNANCE_v24_TS INTRODUCTION SUMMARISED FINANCIAL PERFORMANCE SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
Governance Principle How the Sasol Board Provides Oversight Primary Mechanisms / Structures Cross-report Reference GOVERNANCE OVERVIEW CONTINUED Compliance and Control Sustainability and Responsibility Information and Transparency Leadership and Board Effectiveness Delegation and Control Balance Innovation and Technology Governance Combined assurance, internal audit, compliance oversight SSEC oversight, ESG monitoring Governance overview; Environmental compliance; Non-financial data management and governance Sustainability at Sasol; ESG snapshot; Climate change; Environmental sections Oversees compliance with applicable laws, regulations and internal control frameworks Ensures the integration of sustainability into strategy, overseeing Environmental, Social, and Governance (ESG) priorities and disclosures How governance supports value creation continued Ensures the integrity, quality and transparency of disclosures and reporting Disclosure controls, integrated reporting processes NGC oversight, skills matrix, evaluations Chairman’s statement; Group governance Committee structures, governance forums IT governance, cyber oversight, policies Group governance; Group Executive Committee Information management and cybersecurity; Non-financial data management and governance Welcome to our integrated report; Director approval process of the IR Ensures appropriate composition, independence, skills and ongoing development Delegates authority while maintaining oversight of management execution and decision-making Oversees responsible use of technology, including digital innovation, AI and data governance risks SASOL INTEGRATED REPORT 2026 77 JOB031420_SASOL 2026_IR_6_EMBEDDING GOOD CORPORATE GOVERNANCE_v24_TS INTRODUCTION SUMMARISED FINANCIAL PERFORMANCE SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
SIMON BALOYI (49) Executive Director and President and Chief Executive Officer (Appointed: 2024) South African MScEng (Chemical) MSc (Engineering Management) Management Programme (INSEAD Business School) Leading Global Business Programme (Harvard Business School) WALT BRUNS (45) Executive Director and Chief Financial Officer (Appointed: 2024) South African BCom, CA(SA) MURIEL DUBE (54) Independent non-Executive Director and Chairman (Appointed: 2018) South African BA (Human Sciences); BA (Hons) (Politics); MSc (Environmental Change and Management) (Oxon); Executive Certificate in Climate Change and Development (HIID); Executive Finance Programme (Oxford Saïd Business School); Board Effectiveness Programme (Harvard Business School). VUYO KAHLA (56) Executive Director and Executive Vice President: Commercial and Legal (Appointed: 2019) South African BA, LLB Advanced Management Programme (MIT Sloan School of Management) MARTINA FLÖEL (66) Independent non-Executive Director and Lead Independent Director (Appointed: 2018) German MSc (Chemistry) PhD (Chemistry) REM CO CIC NGC SSEC MANUEL CUAMBE (64) Independent non-Executive Director (Appointed: 2016) Mozambican BEng (Electrical) Postgraduate Certificate in Management Studies CIC NGC REMCO TRIX KENNEALY (68) Independent non-Executive Director (Appointed: 2017) South African BCom (Hons) (Accountancy) AC CIC NGC RHIDWAAN GASANT (67) Independent non-Executive Director (Appointed: 2026) South African BCompt (Hons); CA (SA); ACMA; CGMA; EDP (Wits) AC REMCO XIKONGOMELO MALULEKE (45) Independent non-Executive Director (Appointed: 2025) South African BCom (Accounting), BCom (Hons) (Accounting), MBA, CA(SA) AC SSEC www The roles and functions of the Chairman, Lead Independent Director and President and CEO are described in the Board Charter available on our website: www.sasol.com NGC CIC SSEC Sasol’s Board of Directors is responsible for strategic direction and control. Their independent, effective and informed judgement guides strategic decisions. BOARD OF DIRECTORS Chairman of Committee AC Audit Committee member CIC Capital Investment Committee member NGC Nomination and Governance Committee member REM CO Remuneration Committee member SSEC Safety, Social and Ethics Committee member Committees In terms of our Memorandum of Incorporation, the Board shall consist of a maximum of 16 directors. Up to five may be Executive Directors. One-third of Directors must retire at every Annual General Meeting (AGM) and are eligible for re-election. The Board determined that it would comprise a maximum of 14 directors. CIC SSEC CIC SSEC DAVID EYTON (68) Independent non-Executive Director (Appointed: 2024) British BA Engineering MA Engineering SSEC CIC NGC STANLEY SUBRAMONEY (67) Independent non-Executive Director (Appointed: 2021) South African BCompt (Hons) (Accounting Science), CA(SA) AC REMCO Ms KC Harper resigned as independent non-executive director and member of the Board Committees effective 16 February 2026 SASOL INTEGRATED REPORT 2026 78 JOB031420_SASOL 2026_IR_6_EMBEDDING GOOD CORPORATE GOVERNANCE_v24_TS INTRODUCTION SUMMARISED FINANCIAL PERFORMANCE SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
BOARD OF DIRECTORS CONTINUED Board composition, succession and capability Sasol recognises and embraces the benefits of a diverse Board and believes that an appropriate mix of skills, experience, independence, background, culture, gender and tenure enhances the quality of debate and contributes to better decision-making and supports a balanced distribution of power and authority at Board level, ensuring that no one director has unfettered powers of decision-making. During FY26, the NGC continued to oversee Board succession planning with reference to Sasol’s strategic priorities, governance risks and future leadership requirements. The Board skills matrix was refreshed during the year to better reflect the capabilities required for the next phase of Sasol’s strategy. The revised approach places greater emphasis on evaluating the practical application of skills at Board level, supported by proficiency ratings linked to directors’ contributions on key topics. Director induction and continuous development Sasol maintains a structured and tailored induction programme to support the effective integration of newly appointed non-Executive Directors. The programme is designed to provide directors with a comprehensive understanding of the Group’s strategy, business model, operations, governance framework and key risks, enabling informed and independent contribution from the outset. It includes engagement with the Chairman, executive management and fellow directors, access to Board and Committee materials, and exposure to operations through site visits where appropriate. Committee-specific induction and follow-up engagements are also conducted to assess effectiveness and identify any additional development needs. This approach, complemented by ongoing learning and development initiatives, supports continuous capability building and effective Board oversight. Board capability and skills The Board is responsible for ensuring that Sasol is governed and directed by a collective body with the requisite skills, experience, competencies and attributes to oversee the Company’s strategy, performance, risks and opportunities, and to support the sustainable creation of long-term stakeholder value. The Board has adopted a skills and competency framework that defines the capabilities required to discharge its governance and oversight responsibilities effectively. The framework is reviewed periodically to ensure continued alignment with Sasol’s strategic priorities, operating environment, risk profile and future leadership requirements, and reflects both current and emerging capabilities required to support the Company’s long-term success. The Board’s competency framework encompasses: • Strategic leadership and business development • Financial literacy and capital allocation • Industry and market insight • Legal, regulatory and governance expertise • Sustainability and ESG leadership • Digital technology, transformation and innovation • Information and cyber risk governance • Executive leadership and talent management • Energy transition and decarbonisation • Major project oversight • Global risk and geopolitical awareness • Entrepreneurship and innovation • Circular economy and resource efficiency • Advanced analytics and AI strategy • Stakeholder engagement and future governance During FY26, Directors completed an assessment against defined proficiency criteria for each competency area. The assessment considered Directors’ qualifications, experience, knowledge, judgement and demonstrated contribution to Board and Committee deliberations and oversight activities. The results were consolidated into a Board skills matrix to evaluate the Board’s collective capability and identify opportunities for ongoing development. The outcomes of the assessment are considered by the Nomination and Governance Committee and the Board to inform Board succession planning, capability development and future appointments, ensuring that the Board continues to maintain an appropriate mix of skills, experience, independence and diversity aligned to Sasol’s strategic priorities and evolving business requirements. Following completion of the FY26 assessment, the Board concluded that it possesses the requisite mix of skills, experience and competencies required to discharge its responsibilities effectively. The assessment confirmed that the Board is appropriately equipped to oversee the execution of Sasol’s strategy, monitor risk and performance, respond to emerging challenges and opportunities, and support the sustainable creation of value for stakeholders. www Refer to the Board Charter for the policy and process for the appointment of Directors available on our website at www.sasol.com www Refer to Item 6 of Form 20-F for more detail regarding skills and experience of each Director. Company Secretary The effective functioning of the Board is facilitated and supported by the Company Secretary, who serves as a central source of guidance on governance, legal and regulatory requirements, and evolving legislative developments. The Company Secretary is not a Director of Sasol Limited and maintains an appropriate arm’s length relationship with the Board and its members, while supporting robust governance processes, including Board and Committee effectiveness, as well as director induction and ongoing development. The Board is satisfied that the role is performed with independence, professionalism and integrity, and that the Company Secretary has the requisite competence, qualifications and experience to fulfil this responsibility. SASOL INTEGRATED REPORT 2026 79 JOB031420_SASOL 2026_IR_6_EMBEDDING GOOD CORPORATE GOVERNANCE_v24_TS INTRODUCTION SUMMARISED FINANCIAL PERFORMANCE SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
BOARD OF DIRECTORS CONTINUED The Board is satisfied that it remained appropriately constituted during the year, with the required balance of knowledge, experience, independence, diversity and industry insight to discharge its duties effectively. Additional detail on Board composition, attendance and committee membership is provided in the King VTM Disclosure Framework. Independence The Board maintains a strong commitment to independence as a cornerstone of effective governance and objective oversight. Independence is assessed annually against the criteria set out in the Companies Act, King VTM principles and other applicable regulatory requirements. All non-Executive Directors, including the Chairman, are independent. Directors may serve for a period of nine years, extendable annually up to a maximum of 12 years. In determining independence, the Board applies a substance-over-form approach, considering skills, capabilities, experience, tenure, relationships and any other factors that may impair objective judgement. Where a director’s independence may be impacted, appropriate disclosures are made and mitigating measures are implemented. Sasol also has a rigorous process in place to manage conflicts of interests. The Nomination and Governance Committee considers the commitments of Directors when they are first appointed, as well as annually, or at any other time when a Director’s circumstances change and warrant re-evaluation. This is done to determine whether a Director has sufficient time to discharge his or her duties effectively and is free from conflicts that cannot be managed satisfactorily. This approach ensures balanced, unbiased decision-making and safeguards the integrity of the Board’s oversight. 8 Independent non-Executive Directors 73% 3 Executive Directors 27% Board Categorisation Age and Tenure In line with its Memorandum of Incorporation, the Board does not prescribe fixed limits on age, tenure or nationality, but applies the eligibility and disqualification provisions of the Companies Act. This principles-based approach enables the Board to maintain an appropriate balance of experience, continuity and diverse global perspectives, supporting effective governance and alignment with Sasol’s strategic and international footprint. Ethical misconduct substantiated allegations 1 3 – 5 years 5 0 – 2 years 5 6 – 10 years 45% 46% 9% Board tenure (years) Age time Year 0 20 40 60 80 Age in years Average Meetings and attendance There are nine scheduled Board engagements: seven formal Board meetings and two Board strategy sessions. For the reporting period the Board held seven meetings and two strategy meetings. FY26 9 Meetings 100% Attendance Diversity The Board recognises diversity, including gender, as a key driver of effective governance and sustained performance. It is committed to fostering a diverse and inclusive board composition across a range of dimensions, including gender, skills, experience, race, nationality and age, and it is the Board’s policy that broader diversity at Board level will be promoted. Diversity considerations are embedded in the nomination and succession planning processes, supported by measurable targets and ongoing monitoring. This approach ensures a broad range of perspectives, enhances the quality of decision-making, and strengthens the Board’s overall effectiveness. The Board approved voluntary gender and race diversity targets of 40% and 50% respectively. The current Board composition, at 36% female representation measured across the full Board, is below the 40% target following the resignation of Ms KC Harper in February 2026. The Board maintains a deliberate and proactive focus on gender balance in future succession planning and nomination decisions. 36% 64% 4 Female 7 Male Gender Race 13% 87% Gender voluntary target as approved - 40% female (same as FY25). Target for Historically Disadvantaged Persons (HDP)* voluntary target of 50% * Percentage of South African Directors www Refer to the Board’s independence and broader diversity policy available at www.sasol.com. 6 HDP 2 Non-HDP SASOL INTEGRATED REPORT 2026 80 JOB031420_SASOL 2026_IR_6_EMBEDDING GOOD CORPORATE GOVERNANCE_v24_TS INTRODUCTION SUMMARISED FINANCIAL PERFORMANCE SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
MIDDLE EAST CONFLICT AND BUSINESS RESILIENCE STRATEGY EXECUTION, LONG-TERM VALUE AND PERFORMANCE DELIVERY STAKEHOLDER ENGAGEMENT AND MARKET POSITIONING SAFETY, CULTURE AND OPERATIONAL DISCIPLINE RISK MANAGEMENT AND EMERGING RISKS PORTFOLIO MANAGEMENT AND CAPITAL ALLOCATION GOVERNANCE AND BOARD EFFECTIVENESS FINANCIAL RESILIENCE, LIQUIDITY AND CAPITAL DISCIPLINE B-BBEE AND SASOL KHANYISA The Board monitored the evolving impact of the Middle East conflict on the Group’s people, operations and financial performance. Key areas of focus included employee wellbeing, business continuity, supply security, operational resilience and the potential effects of prolonged regional disruption. The Board reviewed mitigation measures and contingency plans across the portfolio to ensure the Group remained well positioned to respond to changing geopolitical and market conditions. The Board assessed progress against strategic priorities and considered the actions required to sustain delivery momentum, improve competitiveness and support long-term value creation across the portfolio. The Board considered investor sentiment, share price performance and stakeholder expectations, emphasising credible delivery against commitments, transparent and consistent communication and strengthened stakeholder engagement. The Board maintained close oversight of safety performance and organisational culture during the year, including consideration of the lessons learned from a fatal incident. Focus was placed on the effectiveness of safety and cultural interventions, leadership accountability and the sustainability of behavioural improvements across operations. The Board monitored progress in strengthening operational discipline and embedding safety expectations consistently throughout the Group, with emphasis on translating standards and commitments into demonstrable outcomes. The Board maintained oversight of the Group’s material risks through an integrated enterprise risk management and combined assurance approach. Discussions focused on risk appetite, escalation triggers, mitigation actions and emerging risk themes, including cyber security and AI-related risks The Board deliberated portfolio optimisation and capital allocation, balancing short-term constraints with long-term value creation. Key considerations included Natref/Prax SA developments, progress and prioritisation of major capital and transition projects, including strategic partnerships, funding structures, mergers and acquisitions and asset positioning. The Board continued to enhance its effectiveness through regular evaluations, succession planning and ongoing optimisation of Board and Committee composition. Focus was placed on ensuring an appropriate balance of skills, experience and diversity while streamlining governance processes to support quality decision-making and long-term value creation. Focused attention was given to liquidity, balance sheet strength and free cash flow generation, including refinancing initiatives and covenant management. The Board support prudent capital allocation and dividend discipline to strengthen financial resilience. The Board deliberated on the future of the Sasol Khanyisa structure, focusing on responsible unwinding, stakeholder fairness and management of potential reputational implications. FC MC IC FC MC IC SC FC HC SC MC IC FC SC FC MC IC IC HC FC SC FC HC Board focus areas and key discussions In addition to routine agenda items covering feedback from Board Committees, performance oversight, approvals in line with the delegation of authority, sustainability matters, and relevant insights, the Board maintains a structured focus on strategic matters. Each quarterly meeting cycle includes dedicated strategy updates, reflecting our continuous and adaptive approach to guiding strategic direction and managing risks in the context of evolving market dynamics and regional uncertainties. During the year, the Board considered a range of significant matters aligned to its oversight of strategy execution, financial resilience, operational performance and long-term sustainability. Key discussion themes included: Link to capitals BOARD FOCUS AREAS SASOL INTEGRATED REPORT 2026 81 JOB031420_SASOL 2026_IR_6_EMBEDDING GOOD CORPORATE GOVERNANCE_v24_TS INTRODUCTION SUMMARISED FINANCIAL PERFORMANCE SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
The Board is supported by its five formal Committees, namely the Audit, Nomination and Governance, Remuneration, Safety, Social and Ethics and Capital Investment Committee. Each of which operates under formal terms of reference approved by the Board and reviewed periodically. Committee chairmen report to the Board after each meeting, ensuring that matters within the ambit of each Committee’s responsibilities are integrated into the Board’s overall deliberations. The Board has purposefully assumed direct responsibility for the governance of risk and does not delegate this responsibility to a separate Board Committee. Rather, risk oversight is considered by the Board as a whole, with each Board Committee monitoring the risks within the ambit of its responsibilities and escalating material issues to the Board as appropriate. Committee governance and how our Committees create and protect value MANDATE • Assists the Board in overseeing the integrity, transparency and quality of financial and integrated reporting and external disclosures • Oversees the independence, performance and effectiveness of the external audit, including recommending the appointment of external auditors and approval of audit scope and fees • Oversees the effectiveness of the internal audit function and the combined assurance model, ensuring coordinated assurance over key risks and controls • Monitors the effectiveness of the Group’s internal control environment, including internal control over financial reporting and the adequacy of remediation actions • Oversees financial risk management, key financial judgements and disclosures, including solvency, liquidity and financial sustainability considerations • Oversees compliance with legal and regulatory requirements relevant to financial reporting, including processes for managing whistleblowing and reporting concerns • Ensures appropriate assurance over material sustainability information and its alignment with financial and integrated reporting • Oversees information management, data governance and cyber related risks, to the extent relevant to financial reporting, disclosures and the control environment IN FY26, KEY AREAS OF FOCUS INCLUDED CHAIRMAN GMB Kennealy Audit Committee The Committee contributes to value creation by safeguarding the integrity of financial and non-financial reporting, strengthening the control environment and enhancing stakeholder confidence in the Group’s performance and disclosures. The Committee plays a critical role in supporting the Board in safeguarding the integrity of reporting, strengthening the control environment and enhancing confidence in the Group’s governance and financial disclosures. AC 100%5 DGP Eyton – Stepped down as a member on 1 June 2026. Mr Eyton is a permanent invitee, as Chairman of the SSEC, to enhance coordination and oversight in a non-member capacity. R Gasant – Appointed as a member on 1 June 2026 KC Harper – Resigned on 16 February 2026 NX Maluleke – Appointed as a member on 22 August 2025 S Subramoney MEMBERS ATTENDANCE • Financial performance and outlook remained under close review, with emphasis on cash flow resilience, working capital optimisation and delivery against CMD commitments • Ongoing focus on solvency, liquidity and debt management, including refinancing strategies, bond issuance, hedging mandates and covenant risks under stress scenarios • Continued oversight of internal control effectiveness, with targeted remediation of material weaknesses and strengthening of financial reporting processes • Progress on Information Management and cyber resilience, including leadership capability and system improvements • Enhanced focus on combined assurance, with the need to improve forward-looking assurance and prioritisation of deep dives on key risks • Consideration of significant accounting matters, impairments and regulatory developments • Risk mitigation via hedging activity support and approval • The Board confirms that the Audit Committee has executed the responsibilities set out in paragraph 5.7(h) of the JSE Listings Requirements. BOARD COMMITTEES MEETINGS www For a more detailed overview refer to the Committee report that is included in the annual financial statements available at www.sasol.com. SASOL INTEGRATED REPORT 2026 82 JOB031420_SASOL 2026_IR_6_EMBEDDING GOOD CORPORATE GOVERNANCE_v24_TS INTRODUCTION SUMMARISED FINANCIAL PERFORMANCE SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
BOARD COMMITTEES CONTINUED Committee governance and how our committees create and protect value continued MJ Cuambe DGP Eyton M Flöel GMB Kennealy MANDATE: • Assists the Board in promoting ethical and effective leadership, sound governance practices and long-term sustainable value creation across the Group • Oversees the effectiveness of the Group’s governance framework, including governance policies, disclosures and emerging governance related risks and alignment with evolving regulatory and best practice requirements • Oversees Board and Committee composition, succession planning and diversity, including the identification and nomination of directors, independence assessments and maintenance of an appropriate skills mix • Oversees executive succession and appointments, including recommendations on the composition of the Group Executive Committee and leadership continuity for key roles • Oversees Board, Committee and Director performance evaluations, and supports the Board in enhancing overall effectiveness and governance maturity • Oversees director induction, training and continuous development, ensuring the Board maintains appropriate capability aligned to strategic and emerging focus areas • Oversees legal, regulatory and compliance risk and governance, including monitoring adherence to applicable laws, codes and standards, and the integrity of compliance frameworks • Supports the Board in overseeing stakeholder governance and shareholder engagement, including investor relations IN FY26, KEY AREAS OF FOCUS INCLUDED MEMBERS ATTENDANCE CHAIRMAN MBN Dube Nomination and Governance Committee Contributes to value creation by ensuring effective leadership, optimal Board composition and robust governance practices that enable sound decision-making and long-term strategic oversight. The Committee plays a central role in supporting the Board in strengthening governance, enhancing leadership effectiveness and safeguarding long-term, sustainable value creation. MJ Cuambe KC Harper – Resigned as member on 16 February 2026 S Subramoney R Gasant – Appointed as member on 1 June 2026 MANDATE: • Assists the Board in overseeing the Group’s remuneration framework and policies, ensuring alignment with strategy, performance outcomes and regulatory requirements • Oversees the design and implementation of remuneration structures, including the appropriate balance between fixed and variable pay and alignment with market benchmarks and internal equity • Oversees short- and long-term incentive plans, including performance measures, target setting and outcomes, ensuring alignment with financial, operational, ESG and risk considerations • Oversees remuneration outcomes for executive directors, prescribed officers and employees, including salary increases, incentive awards and retention arrangements, and makes recommendations to the Board where required • Oversees governance and risk considerations in remuneration, including the application of malus and clawback provisions and ensuring remuneration does not incentivise excessive risk-taking • Oversees remuneration and benefit practices across the Group, including living wage considerations, employee benefits and internal pay equity • Oversees the preparation and integrity of the Remuneration Report and related disclosures, ensuring transparency and alignment with stakeholder expectations • Supports the Board in shareholder engagement on remuneration matters, including responding to shareholder feedback and voting outcomes IN FY26, KEY AREAS OF FOCUS INCLUDED CHAIRMAN M Flöel Remuneration Committee Contributes to value creation by aligning remuneration outcomes with performance, strategy and stakeholder interests, thereby driving accountability, talent retention and sustainable performance. The Committee plays a key role in supporting the Board in ensuring fair, responsible and transparent remuneration practices that align stakeholder interests and drive sustainable value creation NGC REMCO • Oversight of governance framework enhancements, including preparation for King VTM adoption and ongoing alignment with global governance standards • Monitoring of regulatory developments and compliance posture, including emerging disclosure and compliance requirements • Continued focus on Board composition, independence, skills and succession planning, supported by a formal skills development matrix benchmarking and ongoing director development • Progress on non-Executive Director succession and recruitment, ensuring alignment with future strategic capability requirements • Oversight of stakeholder and investor considerations, including AGM readiness, proxy voting trends and shareholder engagement matters • Review of corporate compliance programmes, including alignment with evolving international expectations (e.g. DOJ guidance) • Monitoring of Board and Committee effectiveness, including evaluation outcomes and development initiatives • Oversight of remuneration outcomes and alignment to performance, including STI and LTI delivery against targets and market benchmarks • Focus on remuneration governance and disclosure, incorporating shareholder feedback and evolving expectations • Consideration of market competitiveness of executive remuneration, including potential adjustments to pay structures and incentive pools • Monitoring of people risks, including talent retention, critical skills and workforce stability • Review of labour relations and wage negotiations, with attention to inflationary pressures and affordability • Oversight of Remuneration Policy compliance and updates, including malus, clawback and shareholding requirements • Continued engagement on culture, employee sentiment and leadership development as key drivers of performance MEMBERS ATTENDANCE 100%5 100%4 MEETINGS MEETINGS Refer to the Remuneration Report Exhibit 99.2. SASOL INTEGRATED REPORT 2026 83 JOB031420_SASOL 2026_IR_6_EMBEDDING GOOD CORPORATE GOVERNANCE_v24_TS INTRODUCTION SUMMARISED FINANCIAL PERFORMANCE SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
BOARD COMMITTEES CONTINUED Committee governance and how our committees create and protect value continued S Baloyi MJ Cuambe MBN Dube* M Flöel VD Kahla NX Maluleke MANDATE: • Assists the Board in overseeing safety, sustainability, social and ethics matters, ensuring responsible and ethical conduct across the Group • Oversees the Group’s sustainability strategy, performance and commitments, including progress against targets, material risks and emerging opportunities • Oversees safety, health and environmental (SHE) performance, including incident trends, risk mitigation and initiatives supporting the Group’s Zero Harm ambition • Oversees the ethical culture and conduct of the Group, including anti-corruption, human rights, ethical supply chain practices and adherence to the Code of Conduct • Oversees labour, employment and workforce matters, including workforce capability, labour relations, transformation and alignment of skills with strategic priorities • Oversees the Group’s approach to responsible corporate citizenship and stakeholder impact, including community development, environmental stewardship and social licence to operate • Oversees stakeholder relations, reputation management and external engagement, including participation in industry, regulatory and sustainability-related forums • Oversees the integrity of sustainability-related disclosures and reporting, including alignment with regulatory requirements and assurance over non-financial information IN FY26, KEY AREAS OF FOCUS INCLUDED CHAIRMAN DGP Eyton Safety, Social and Ethics Committee Contributes to value creation by overseeing sustainability, safety and ethical conduct, thereby protecting the Group’s social licence to operate and supporting resilient, responsible long-term growth. The Committee plays a critical role in supporting the Board in overseeing sustainability, safety, social and ethical performance, safeguarding responsible business practices and enabling long-term value creation. S Baloyi WP Bruns MBN Dube* M Flöel DGP Eyton GMB Kennealy MANDATE: • Assists the Board in overseeing the Group’s capital allocation, major investment decisions and strategic execution, ensuring alignment with strategy and long-term value creation • Oversees and evaluates material capital investments, mergers and acquisitions, divestments and disposals, including associated risks, financial viability and strategic fit • Oversees the execution and delivery of major projects and strategic initiatives, including monitoring performance against approved investment cases, milestones and value realisation • Oversees strategic transformation and business growth initiatives, ensuring disciplined investment, scalability and delivery against commitments communicated to stakeholders • Oversees digital strategy development and execution and related investments, ensuring prioritisation, capital discipline and measurable value delivery from technology and innovation programmes • Monitors execution risks, delivery performance and benefits realisation, including corrective actions where value delivery is at risk • Provides oversight of portfolio performance and capital project delivery, ensuring efficiency, cost discipline and alignment with strategic objectives IN FY26, KEY AREAS OF FOCUS INCLUDED CHAIRMAN MJ Cuambe Capital Investment Committee Contributes to value creation by promoting disciplined capital allocation, overseeing strategic execution and ensuring that investments and transformation initiatives deliver anticipated value. The Committee plays a critical role in supporting the Board in driving disciplined capital allocation, overseeing strategic execution and enabling sustainable value creation through investment and transformation initiatives. SSEC CIC MEMBERS ATTENDANCE • Sustained focus on safety performance and culture, including high-severity incident prevention, root cause analysis and strengthening leadership accountability and behavioural discipline • Oversight of process safety and operational risk management, with targeted interventions to address systemic weaknesses • Continued monitoring of environmental compliance and regulatory risks, particularly air quality requirements and emissions reduction obligations • Progress on sustainability priorities, including emissions reduction roadmap delivery, water security, circular economy initiatives and ESG performance metrics • Review of ethics and culture, including EthicsLine trends, whistleblower protection and reinforcing tone-from-the-top • Oversight of social impact and corporate citizenship initiatives, including community development, stakeholder engagement and socio-economic programmes • Monitoring of human rights and modern slavery risks across operations and supply chain • Active oversight of the portfolio optimisation and asset review programme, including decisions on underperforming assets and potential partnerships or disposals • Continued monitoring of large capital projects and strategic investments, including Mozambique PSA and CTT, with focus on execution risk, delays and value preservation • Emphasis on capital discipline, prioritisation and alignment of investments to strategy and cash generation objectives • Ongoing work on the emissions reduction roadmap and energy transition initiatives, including renewable energy and sustainable fuels • Review of strategic growth and inorganic innovation, opportunities, including partnerships and market consolidation opportunities • Focus on operational reliability and value chain optimisation, particularly at Secunda and across mining and energy infrastructure • Ongoing monitoring of business transformation initiatives • Monitoring emerging technologies and future growth and innovation opportunities to support future value creation and business growth. MEMBERS ATTENDANCE 5 100% 4 100% MEETINGS MEETINGS * stepped down as a member effective 1 June 2026 * stepped down as a member effective 1 June 2026 Refer to the Report of the Chairman of the Safety, Social and Ethics Committee and other sustainability matters on the interated report as Sasol website. The President and CEO is not a member of the Audit, Remuneration nor the Nomination and Governance Committees but attends meetings by invitation. He is requested to leave the meeting, where appropriate, before any decisions are made that relate to him personally. SASOL INTEGRATED REPORT 2026 84 JOB031420_SASOL 2026_IR_6_EMBEDDING GOOD CORPORATE GOVERNANCE_v24_TS INTRODUCTION SUMMARISED FINANCIAL PERFORMANCE SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
The Board Committees operate within an integrated governance framework, with clearly defined yet interconnected mandates that enable coordinated oversight across key areas of the business. Structured interfaces between Committees ensure that material matters – ranging from sustainability and Committee governance and how our committees create and protect value continued Committee priorities for FY27 are outlined in the focus areas. ethical performance to capital allocation, risk, remuneration and financial reporting – are appropriately escalated, considered and addressed at the relevant level. This interconnected approach strengthens decision-making, enhances risk oversight and ensures alignment between strategy, performance and Board and Committee effectiveness We remain committed to continuous improvement in Board effectiveness and governance practices. The Board undertakes regular evaluations of its own performance, as well as that of its Committees, the Chairman and individual directors, in accordance with an approved process. The purpose of these evaluations is to identify strengths, areas for enhancement and actions required to ensure that the Board remains effective in supporting Sasol’s strategy, governance needs and the realisation of the outcomes contemplated by King VTM. The formal internal evaluation conducted during FY26 confirmed that the Board and its Committees continue to operate effectively and deliver on their respective mandates, with a high level of alignment to Sasol’s strategic priorities and governance requirements. The assessment highlighted strong performance in areas including the quality of oversight, depth of engagement and the effectiveness of Committee leadership in facilitating robust and constructive discussions. Particular strengths were noted in the Directors’ ability to address complex and evolving matters such as sustainability, capital allocation, risk and remuneration in an integrated manner. Opportunities for further enhancement were identified, including strengthening forward-looking oversight of emerging risks, continued focus on the integration of sustainability and ESG considerations across Committee mandates, and further enhancing the effectiveness of cross-committee information flow and coordination. The Board is satisfied that appropriate actions are being implemented to address these areas, supporting the continued evolution of its governance framework and reinforcing its ability to enable sustainable long-term value creation. accountability, ultimately supporting the Group’s ability to create and sustain long-term value. The diagram below illustrates the key interfaces between Board Committees and the flow of material matters across oversight areas. Visual map of committee interfaces Five critical integration points between committees 4. Enterprise risk management (integrated cross-committee oversight AUDIT Financials and controls SSEC Sustainability and ethics REM People and reward CIC Capital and projects 1. Assurance and non-financial control 2. ESG KPIs flow into remuneration 3. Climate and social project impact 5. Cyber/ data/tech/ capital risk in major projects ESCALATION TRIGGERS SSEC Audit: Sustainability matters become material to reporting, assurance or controls NGC Audit: Legal, regulatory or compliance matters could impact financial statements or listing compliance CIC Audit: Project viability, funding, write-offs or transaction assumptions create financial and reporting implications SSEC Remuneration: Ethics, culture, wellbeing or ESG performance should shape incentive outcomes NGC Nominations and governance Bidirectional governance: quality, skills, succession and disclosure For each Committee, the Board considered whether the Committee remained effective, appropriately composed and sufficiently focused on the matters most relevant to Sasol’s strategic priorities and risk landscape. The Board is satisfied that it and its Committees remained effective during FY26 and that the actions underway will further strengthen governance quality in FY27. BOARD COMMITTEES CONTINUED www The complete terms of reference of the Committees are available on Sasol’s website: www.sasol.com SASOL INTEGRATED REPORT 2026 85 JOB031420_SASOL 2026_IR_6_EMBEDDING GOOD CORPORATE GOVERNANCE_v24_TS INTRODUCTION SUMMARISED FINANCIAL PERFORMANCE SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
|
Focus areas for FY27 Key matters expected to remain a focus for the Board and its Committees in FY27 include: • Safety, operational excellence and asset reliability Embedding a Zero Harm culture, strengthening process safety and stabilising operations across the Group value chains to improve reliability and cash generation • Portfolio performance and optimisation Advancing the reset of International Chemicals and strengthening the foundation of the Southern African business to enhance margins, competitiveness and sustainable earnings • Financial resilience and disciplined capital allocation Maintaining liquidity, strengthening the balance sheet and progressing deleveraging through disciplined capital allocation aligned to the Group’s financing strategy • Advancing the Grow and Transform agenda Delivering value-accretive growth while progressing decarbonisation, renewable energy and gas transition pathways, supported by integrated risk management and sustainability considerations These priorities reflect the Board’s continued focus on strengthening Sasol’s operational and financial foundation, enhancing resilience and positioning the Group for sustainable long-term value creation, while ensuring that governance remains responsive to an evolving strategic, regulatory and operating environment, consistent with the Group’s strategic objectives. Board Compliance The Board is satisfied that it fulfilled its duties and obligations in the 2026 financial year. It is specifically confirmed that: • As a company listed on the Johannesburg Stock Exchange (JSE) and on the New York Stock Exchange (NYSE) for purposes of our American Depositary Receipt program, Sasol is subject to, and has implemented controls to provide reasonable assurance of its compliance with all relevant requirements in respect of its listing • Sasol complies in most significant respects with the governance standards imposed on domestic United States’ companies listed on the NYSE and that Sasol applies all the principles of the King V Report on Corporate Governance™ for South Africa 2025 (King V™) • The Company is in compliance with the provisions of the Companies Act 71 of 2008, as amended (the Companies Act), specifically relating to its incorporation and is operating in conformity with its Memorandum of Incorporation (MOI) • In the year under review, there were no material violations of any laws or regulations, nor were any material penalties or fines imposed on the Company or its directors for contraventions of any laws or regulations King V™ concluding statement on governance outcomes The Board is of the view that the governance practices applied during FY26 supported the realisation of the governance outcomes contemplated by King V™, namely Ethical Culture, Performance and Value Creation, Conformance and Prudent Control, and Legitimacy. This conclusion is informed by the matters set out in this governance section, the work of the Board and its Committees, the outputs of the combined assurance model, stakeholder feedback and the evaluation of governance effectiveness undertaken during the year. BOARD COMMITTEES CONTINUED www Sasol’s King V application and disclosure report is available on www.sasol.com www For more details on the responsibilities, powers, policies and processes of the Board, its Directors and the Company’s executives and other officials, refer to the Board Charter, together with the Company’s Memorandum of Incorporation on our website, www.sasol.com. SASOL INTEGRATED REPORT 2026 86 JOB031420_SASOL 2026_IR_6_EMBEDDING GOOD CORPORATE GOVERNANCE_v24_TS INTRODUCTION SUMMARISED FINANCIAL PERFORMANCE SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE ASSURANCE / ADMINISTRATION REMUNERATION REPORT |
Exhibit 99.8
|
OPERATING CONTEXT External and internal influences impact Sasol’s ability to do business sustainably The energy security and environmental influences have been pivotal in defining the energy and chemical sectors. The global push towards decarbonisation and the economic pressures have driven the adoption of renewable energy technologies, providing Sasol with an opportunity by leveraging its own demand to create momentum and establish a platform for value-accretive and sustainable growth, while maintaining pace with customer needs. Macroeconomic environment In 2026, global economic activity was resilient in the face of several challenges, including tariff and trade frictions, elevated policy uncertainty and the Middle East conflict. Although South Africa’s economic performance was uneven, there was an improvement in investor confidence and more favourable credit ratings underpinned by fiscal consolidation and ongoing structural reforms. The US economy remained on a firm footing, supported by household spending and business investment. In contrast, Euro area growth was subdued, as low levels of business and consumer confidence, strained industrial activity and muted external demand weighed on the region’s performance. The path to a lasting resolution to the Middle East conflict remains uncertain, while geopolitical and trade policy development will likely continue to impact energy and commodity markets. This, along with evidence of supply chain bottlenecks, input cost pressures, cost of living increases and tighter monetary policy in some countries, poses significant downside growth risk in the coming year. Against this uncertain backdrop, we continue to utilise scenario analysis, resilience testing and hedging strategies to help mitigate the effects of external factors beyond our control. Crude and product markets During the financial year, global oil prices weakened to a low point below US$65/bbl in December, driven by expectations of oversupply amid the return of volumes previously curtailed by OPEC and softer demand indicators. This downward trend was subsequently reversed by the outbreak of conflict between the US and Israel on the one hand, and Iran on the other, which introduced a significant geopolitical risk premium and resulted in pronounced price volatility. As a consequence, market dynamics shifted from oversupply concerns to conflict-driven supply disruptions, with prices increasingly influenced by the continued constraint of production from the Middle East and transit through the Strait of Hormuz. Prices subsequently reached a high of US$144/bbl during April, averaging US$80/bbl over FY26. Crude oil markets are expected to remain highly sensitive to geopolitical developments, OPEC+ production decisions and the pace of global demand growth. While the return of previously curtailed supply could cap prices in the absence of further disruptions, continued uncertainty around the Middle East conflict and the risk of interruptions to key trade routes are expected to keep volatility elevated and provide support to prices. Energy downstream markets diverged, with refined products outperforming chemicals. Refined product markets remained structurally tight, due to constrained global refining capacity, sanctions related disruptions to Russian product exports, and logistics and supply dislocations. Middle distillates, particularly diesel, benefitted from limited supply, higher logistics costs, and the Middle East conflict. In contrast, chemical markets stayed in a prolonged downcycle, as persistent global oversupply, driven largely by capacity additions in China and the Middle East, continued to outpace weak and uneven demand growth. This kept prices and margins under pressure, which has triggered some rationalisation announcements. Refined product markets are likely to remain tight given low inventory levels globally, sanctions-related trade disruptions and elevated supply chain costs, which should support near-term margins. Chemical markets are expected to recover only gradually, with persistent oversupply likely to keep margins under pressure until capacity rationalisation and stronger end-market demand restore a more balanced market. DRIVER FINANCIAL MARKET World and South African GDP growth (%) World South Africa Source: IMF, StatsSA, SARB, *Sasol forecast Year % year-over-year -8 -6 -4 -2 0 2 4 6 8 252423222120 26 3,0 1,1 1,2 3,5 0, 5 3,5 0,8 3,3 2,1 3,8 6,7 4,9 -6,2 -2,7 Average exchange rate (US$/R) Source: Reuters Year R/US$ 18,2 16,9 18,7 15,7 14,2 17,8 15,4 15,2 12 14 16 18 20 25242322212019 26 Average Brent crude oil (R/bbl) Source: S&P Global Year US$/bbl 40 50 60 70 80 90 100 2625242322212019 87,3 84,7 74,6 79,5 92,1 68,6 54,2 51,2 SASOL INTEGRATED REPORT 2026 37 JOB031420_SASOL 2026_IR_3_EXECUTING STRATEGY_v24_TS INTRODUCTION SUMMARISED FINANCIAL PERFORMANCE SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE ASSURANCE/ ADMINISTRATION REMUNERATION REPORT |
|
OPERATING CONTEXT CONTINUED DRIVER LEGAL, REGULATORY AND GOVERNANCE DRIVER OPERATIONAL DRIVER PEOPLE Revised policy and regulatory stipulations Sasol operates in a highly regulated environment and shifts in policies can impact its earnings. Adherence to compliance is imperative as a licence to operate, and we adhere to local requirements and best practice. The carbon tax framework in South Africa up to 2030 provides some level of certainty, while the potential impact of Carbon Border Adjustment Mechanism and carbon tax framework beyond 2030 remains uncertain. Sasol engages with the relevant regulatory agencies to provide commentary on proposed policy and regulatory amendments. In addition, tariffs and trade uncertainties could also impact business. Retention of scarce and critical skills Retaining the skills of Sasol’s values-driven employees is imperative for the current and future business. The global skills shortage and resulting competition are a growing challenge, considering the global energy transition. Financial pressures are among the challenges that could hamper efforts for fit-for-purpose skills development. Sasol’s efforts to foster a culture of inclusion and belonging, together with its competitive remuneration, learning and growth opportunities and overall Employee Value Proposition, help to mitigate this challenge. Safety Safety remains a core value and integral to how we operate, make decisions and create sustainable value. Commitment to provide a safe working environment and ensuring all people go home from work safely everyday is fundamental. Sasol continues to reinforce leadership accountability and culture initiatives that supports Zero Harm ambition. Feedstock availability/cost Geopolitical conflicts combined with South Africa-specific factors, including weak transport and logistics infrastructure, crime, and socio-political challenges, contributed to a volatile and difficult-to-predict operating environment. These global macroeconomic conditions added to pressure on the US dollar, which contributed to a strengthening trend in the rand exchange rate. Cybersecurity Sasol’s information security approach supports business continuity and the long-term success and sustainability of the company. Sasol prioritises the security and integrity of its digital infrastructure, applies best-practice measures across its digital estate, and remains committed to protecting its systems and data from threats such as theft, damage, cybercrime, and security breaches. Volume output Production volumes remain a key lever for profitability and value creation. Strengthening operational reliability, enhancing adaptation to environmental impacts, managing supply constraints, and optimising the integrated value chain are critical to sustaining output performance and enhancing resilience over time. SASOL INTEGRATED REPORT 2026 38 JOB031420_SASOL 2026_IR_3_EXECUTING STRATEGY_v24_TS INTRODUCTION SUMMARISED FINANCIAL PERFORMANCE SUSTAINABILITY REPORT SASOL AT A GLANCE DRIVING SUSTAINABLE VALUE CREATION EXECUTING STRATEGY DELIVERING BUSINESS VALUE CORPORATE GOVERNANCE ASSURANCE/ ADMINISTRATION REMUNERATION REPORT |
Exhibit 99.9.1
SASOL LIMITED
BOARD CHARTER
Latest revision approved: 13 May 2026
1. |
INTRODUCTION |
This Board Charter is subject to the provisions of the South African Companies Act, 71 of 2008, as amended (the Companies Act), the Memorandum of Incorporation (MOI) of Sasol Limited (the Company), and any other applicable law or regulatory provision. This charter does not replace or amend the MOI.
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. Words denoting any gender include all genders.
2. |
PURPOSE OF THE BOARD CHARTER |
The purpose of the Board Charter is to provide a concise overview of:
| ● | the roles, responsibilities, functions and powers of the Board, individual directors and the executives of the Company; |
| ● | the powers delegated to various committees of the Board; |
| ● | relevant principles of the Company’s limits and delegations of authority and matters reserved for decision-making by the Board; and |
| ● | 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. |
GOVERNANCE FRAMEWORK |
3.1 |
The President and Chief Executive Officer (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. |
3.2 |
The CEO is supported by the Group Executive Committee (GEC) which is accountable to him/her, and subject to the authority of the CEO. |
3.3 |
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. |
|
2 Sasol Limited Board Charter Latest revision approved: 13 May 2026 |
3.4 |
The Company has several direct and indirect subsidiaries1 and is operated, managed and supported through operating model entities within the portfolios of the GEC members. |
3.5 |
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 and internal controls over financial reporting, financial management, disclosure controls, risk management, legal compliance, safety, health and environmental management, internal audit, ethics and human rights management, human resource management, information management, stakeholder management and sustainability. |
3.6 |
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. |
ROLES AND RESPONSIBILITIES
4. |
SHAREHOLDERS |
4.1 |
Matters reserved for decision-making by the shareholders of the Company are set out in the MOI2 and the Companies Act. |
4.2 |
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. |
4.3 |
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. |
4.4 |
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. |
4.5 |
Proceedings at meetings of shareholders are governed by the provisions of the Companies Act and the MOI. |
5. |
THE BOARD |
5.1 |
General powers of the Board |
5.1.1 |
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 |
1 Refer to the Annual Financial Statements of the Company for a list of its significant operating entities
2 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
|
3 Sasol Limited Board Charter Latest revision approved: 13 May 2026 |
shareholders’ agreements (where relevant), corporate governance best practices and decisions and policies of the Board.
5.1.2 |
The Board is responsible for steering the Company and setting its strategic direction in line with the governance outcomes and principles outlined in King V Code on Corporate Governance™ for South Africa, 2025 (King V). 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 otherwise3. |
5.1.3 |
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. |
5.1.4 |
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, ensuring that there is an appropriate framework for stakeholder engagement; 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. |
5.2 |
The role, functions and responsibilities of the Board |
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:
5.2.1 |
Retaining full and effective control over the Company and providing effective and ethical leadership in the best interest of the Company; |
5.2.2 |
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; |
5.2.3 |
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 context4 in which it operates and the capitals5 to which it applies; |
5.2.4 |
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 |
3 Section 66 Companies Act and paragraph 26.1 of the MOI
4 Defined in King V as “the combined context of the economy, society and environment in which the Company operates”
5 Defined in King V 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”
|
4 Sasol Limited Board Charter Latest revision approved: 13 May 2026 |
and Chief Executive Officer (CEO) and Group Executive Committee members, major capital expenditure, material transactions and Company and consolidated group budgets;
5.2.5 |
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; |
5.2.6 |
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; |
5.2.7 |
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; |
5.2.8 |
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; |
5.2.9 |
Ensuring that there is an effective risk based internal audit; |
5.2.10 |
Governing the disclosure control processes of the Company including ensuring the integrity of the Company’s integrated report6, Form 20F and reporting on the effectiveness of the Company’s system of internal controls and internal controls over financial reporting (ICFR) and the prompt disclosure of price sensitive information; |
5.2.11 |
Governing data, information and technology in a way that enables the Company’s strategy, supports performance and value creation, protects information assets, and addresses material technology-related risks (including cyber and data risks); |
5.2.12 |
Ensuring that disputes are resolved as effectively, efficiently and expeditiously as possible; |
5.2.13 |
Monitoring of the relationship between the Company and its stakeholders; and |
5.2.14 |
Overseeing the Company’s material external commitments and public undertakings, including sustainability, ethics, safety and social commitments, to support credibility, accountability and stakeholder trust. |
6 King V 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.”
|
5 Sasol Limited Board Charter Latest revision approved: 13 May 2026 |
5.3 |
Matters reserved for decision-making by the Board |
5.3.1 |
Without derogating in any way from the general powers of the Board7, 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. |
5.3.2 |
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. |
5.4 |
Composition of the Board, promotion of broader diversity policy, appointment, rotation and independence |
5.4.1 |
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. |
5.4.2 |
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 director8. |
5.4.3 |
The directors must elect a Chairman, Deputy Chairman and/ or Lead Independent Director and determine the period for which they are to hold office9. In addition, the Board must appoint a Chief Executive Officer and an executive financial director10. |
5.4.4 |
The Board is empowered to fill vacancies on the Board11. |
5.4.5 |
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 5.1 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
|
6 Sasol Limited Board Charter Latest revision approved: 13 May 2026 |
5.4.6 |
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. |
5.4.7 |
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. |
5.4.8 |
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. |
5.4.9 |
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. |
5.4.10 |
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 assessing independence, the Nomination and Governance Committee considers the requirements of the Companies Act, the JSE and NYSE listings requirements, and King V. A director may be regarded as independent if, from the perspective of a |
reasonable and informed third party, the director has no interest, position, association or relationship that 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 consider the balance of diversity requirements and representation on the Board, including gender and other factors relevant to its effectiveness. |
|
7 Sasol Limited Board Charter Latest revision approved: 13 May 2026 |
5.4.11 |
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. |
5.4.12 |
Directors appointed by the Board, retire as directors at the first subsequent annual general meeting unless elected at such meeting12. At least one third of incumbent directors retire by rotation at each annual general meeting and are eligible for re-election, subject to 5.4.13. |
5.4.13 |
A director that 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. |
5.4.14 |
Retiring directors may be re-elected provided they are eligible13 and subject to 5.4.13. 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. |
5.4.15 |
The Nomination and Governance Committee shall take into account, among other considerations, the performance of each director recommended for re-election by shareholders. |
5.4.16 |
There is no age restriction, and directors are allowed to serve irrespective of their age. |
5.4.17 |
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. |
5.4.18 |
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. |
5.5 |
Board committees |
5.5.1 |
In terms of the MOI14 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. |
5.5.2 |
Directors may attend any Board committee meeting on prior arrangement with the Chair of that committee. |
5.5.3 |
Delegation is formal and involves the following: |
| ● | formal Terms of Reference, which includes the determination of responsibilities and delegated authority, are established and approved for each committee of the Board; |
| ● | the committees’ Terms of Reference are reviewed every second year; |
| ● | the committees are appropriately constituted with due regard to the skills required by each committee; |
| ● | the Board is supported by its committees and notes reports from and/or minutes of the meetings of each committee of the Board. |
12 See clause 22.4.1 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
|
8 Sasol Limited Board Charter Latest revision approved: 13 May 2026 |
5.5.4 |
The Board has the following committees: |
| ● | Audit Committee |
| ● | Remuneration Committee |
| ● | Nomination and Governance Committee |
| ● | Safety, Social and Ethics Committee |
| ● | Capital Investment Committee |
5.5.5 |
Refer to https://www.sasol.com/investor-centre/corporate-governance/board-charter for the terms of reference of these committees. |
5.6 |
Board meetings and documentation |
5.6.1 |
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.
5.6.2 |
Agenda, meeting papers and minutes |
5.6.2.1 |
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. |
5.6.2.2 |
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. |
5.6.2.3 |
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. |
5.6.2.4 |
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 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. |
5.6.2.5 |
The minutes must be completed as soon as possible after the meeting and circulated to the Chairman of the Board for review thereof. |
|
9 Sasol Limited Board Charter Latest revision approved: 13 May 2026 |
5.6.3 |
Attendance |
5.6.3.1 |
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. |
5.6.3.2 |
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. |
5.6.3.3 |
If the nominated Chairman of the Board is absent from a meeting, the Lead Independent Director will act as Chairman. |
5.6.3.4 |
Executive management, assurance providers and advisors may attend meetings, but by invitation only and they may not vote. |
5.6.4 |
Quorum |
A representative quorum for meetings is five (5) directors of which not less than three (3) directors shall be non-executive.15
5.6.5 |
Written Resolutions |
5.6.5.1 |
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. |
5.6.5.2 |
Decisions taken by written resolution other than at a meeting are valid decisions of the Board if approved by a majority of directors in office16. |
6. |
CHAIRMAN |
The Chairman is elected by members of the Board17 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
15 See clause 29.3.1 of the MOI
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 Sasol Limited Board Charter Latest revision approved: 13 May 2026 |
integrity and effectiveness of the Board and its committees. The Chairman is also the Chairman of the meetings of shareholders.
To this end the Chairman is required to:
6.1 |
Set the ethical tone for the Board and the Company; |
6.2 |
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; |
6.3 |
Support the Nomination and Governance Committee in ensuring that a formal succession plan in in place for the Board, the CEO and certain executive management appointments, such as the Chief Financial Officer; |
6.4 |
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; |
6.5 |
Identify and participate in selecting Board members (via the Nomination and Governance Committee); |
6.6 |
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; |
6.7 |
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; |
6.8 |
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; |
6.9 |
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; |
6.10 |
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; |
6.11 |
Be accessible to the CEO between Board meetings to provide counsel and advice; |
6.12 |
In consultation with the Remuneration Committee and the Board determine the performance objectives of the CEO and his/her performance against the objectives; |
6.13 |
Ensure that good relations are maintained with the Company’s major shareholders and strategic stakeholders, and preside over shareholders’ meetings; and |
|
11 Sasol Limited Board Charter Latest revision approved: 13 May 2026 |
6.14 |
Attend to administrative approvals in respect of the CEO, including approvals in relation to the conflict of interest and gifts and entertainment policies. |
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.
The Chairman:
· |
may not be a member or chairman of the Remuneration Committee; |
· |
must be a member of, and chair the Nomination and Governance Committee; |
· |
may be a member of, but not chair the Safety, Social and Ethics and Capital Investment Committees; and |
· |
may not be a member of the Audit Committee. |
7. |
DEPUTY CHAIRMAN AND LEAD INDEPENDENT DIRECTOR |
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.
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.
The Lead Independent Director is appointed to:
7.1 |
Assist the Board to deal with management of any actual or perceived conflicts of interest that arise on the part of the Chairman; |
7.2 |
Preside over all meetings of the Board at which the Chairman is not present or where the Chairman is conflicted; |
7.3 |
Call meetings of the independent directors if the Chairman is conflicted; |
7.4 |
Serve as principal liaison between the independent directors and the Chairman if the Chairman is conflicted; |
7.5 |
Perform all such functions that cannot be performed by the Chairman due to his/her absence or the existence of a conflict of interest; |
7.6 |
Liaise with major shareholders if requested by the Board in circumstances or transactions in which the Chairman is conflicted; and |
7.7 |
Perform other duties that the Board may from time to time delegate to him/her. |
|
12 Sasol Limited Board Charter Latest revision approved: 13 May 2026 |
8. |
THE PRESIDENT AND CHIEF EXECUTIVE OFFICER |
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 role of the CEO is formalised and his/her performance is evaluated against criteria developed for the role.
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.
The CEO:
8.1 |
provides executive leadership and 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; |
8.2 |
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; |
8.3 |
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; and |
8.4 |
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 |
8.5 |
is accountable to the Board to, amongst other things: |
8.5.1 |
Set the tone in providing ethical leadership and creating an ethical environment; |
8.5.2 |
Agree and recommend for approval to the Board matters specified in the group limits and delegation of authority framework; |
8.5.3 |
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; |
8.5.4 |
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; |
8.5.5 |
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; |
8.5.6 |
Ensure that the Company and Group statutory and operating entities have effective management teams and management structures; |
|
13 Sasol Limited Board Charter Latest revision approved: 13 May 2026 |
8.5.7 |
Ensure that appropriate Company and group policies are formulated and implemented and that effective internal Company and Group controls, including internal controls over financial reporting (ICFR), legal compliance and governance measures are deployed; |
8.5.8 |
Monitor and report to the Nomination and Governance Committee and the Board on the effectiveness of legal compliance controls, processes, systems and resource capacity; |
8.5.9 |
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; |
9.6.10 |
Establish an organisational structure and operating model for the Company and the Group to ensure effective execution of the strategy, sustainability, governance and control imperatives; |
9.6.11 |
Ensure adherence to the relevant industry best practices standards unless there are cogent reasons for not implementing such standards and best practices; and |
9.6.12 |
Serve as chief spokesperson of the Company and the Group. |
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.
9. |
THE RIGHTS AND DUTIES OF INDIVIDUAL DIRECTORS |
9.1 |
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. |
9.2 |
Directors’ duties, standards of conduct and liabilities are captured in the Companies Act18. 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. |
9.3 |
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. |
9.4 |
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. |
18 See sections 76 and 77 Companies Act
|
14 Sasol Limited Board Charter Latest revision approved: 13 May 2026 |
9.5 |
The Nomination and Governance Committee is required to consider and approve the induction and training programme of directors. |
10. |
THE COMPANY SECRETARY |
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.
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.
The Company Secretary is not a director of the Company but has a direct channel of communication to the Chairman.
The Company Secretary is accountable to the Board to:
10.1 |
Ensure that Board procedures are followed and reviewed regularly and that the applicable rules and regulations for the conduct of the affairs of the Board are complied with; |
10.2 |
Maintain statutory records in accordance with legal requirements; |
10.3 |
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; |
10.4 |
Keep abreast of, and inform the Board of current corporate governance thinking and practice; |
10.5 |
Assist the Nomination and Governance Committee with the appointment of directors; |
10.6 |
Advise the Nomination and Governance Committee with respect to all regulatory filing and public disclosure relating to the Company’s governance processes, as well as all legal and regulatory matters, including legal frameworks and processes; |
10.7 |
Assist with director induction and training programmes; |
10.8 |
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; |
10.9 |
Prepare and circulate Board and Board committee papers and elicit responses, input, feedback for Board and Board committee meetings; |
10.10 |
Ensure preparation and circulation of minutes of Board and committee meetings; and |
10.11 |
Assist with the evaluation of the Board, committees and individual directors. |
|
15 Sasol Limited Board Charter Latest revision approved: 13 May 2026 |
11. |
DISCLOSURE AND CONFLICTS OF INTEREST |
11.1 |
In terms of the Companies Act19 and the MOI20 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: |
| ● | must disclose the general nature of the interest before the matter is considered; |
| ● | must disclose all material information known to the director to the meeting; |
| ● | may disclose observations and insights relating to the matter if requested by the other directors to do so; and |
| ● | may not be present at the meeting where the matter is discussed and may not participate in the consideration of the matter. |
11.2 |
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. |
11.3 |
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. |
11.4 |
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: |
| ● | Consider all declarations of interest; |
| ● | Report to the Board any conflicts of interests which require specific action by the Board; |
| ● | 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. |
11.5 |
Enduring material conflicts of interest are regarded by the Board as incompatible with the fiduciary duties of directors. Directors are appointed on the express understanding and agreement that they may be removed by the Board if and when they develop an actual or prospective material, enduring conflict of interest with the Company or a Group company. |
11.6 |
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. |
12. |
POLICY IN RESPECT OF CORPORATE GOVERNANCE AND RISK MANAGEMENT |
12.1 |
The Company complies with all applicable corporate governance legislation. It is the policy of the Company to apply the principles of King V to the extent that they advance ethical and effective leadership and sustainable value creation. The Company’s corporate governance |
19 Section 75 of the Companies Act
20 Clause 28 of the MOI
|
16 Sasol Limited Board Charter Latest revision approved: 13 May 2026 |
practices are reviewed regularly in view of legislative, regulatory and best-practice developments.
12.2 |
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 profile21 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. |
12.3 |
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. |
13. |
DEALING IN THE SECURITIES OF THE COMPANY |
13.1 |
All directors of the Company and its major subsidiaries are required to adhere to the Company’s Share Dealings Procedure and Insider Trading Policy on dealing in the Company’s securities, which is designed to prevent insider trading in terms of the Financial Markets Act, 2012.22 |
13.2 |
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. |
14. |
PERFORMANCE EVALUATION: BOARD, BOARD COMMITTEES AND INDIVIDUAL DIRECTORS AND MEMBERS OF COMMITTEES |
14.1 |
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 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. |
14.2 |
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. |
14.3 |
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. |
21 Also referred to as the Sasol risk landscape
22 Refer to https://www.sasol.com/investor-centre/corporate-governance/board-charter for Sasol’s policy on dealing in securities
|
17 Sasol Limited Board Charter Latest revision approved: 13 May 2026 |
15. |
POLICY IN RESPECT OF BUSINESS RESCUE PROCEEDINGS OR OTHER TURNAROUND MECHANISMS |
15.1 |
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. |
15.2 |
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. |
16. |
POLICY IN RESPECT OF DISPUTE RESOLUTION |
16.1 |
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. |
16.2 |
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. |
16.3 |
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. |
16.4 |
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. |
16.5 |
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. |
17. |
MEMORANDUM OF INCORPORATION |
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.
|
18 Sasol Limited Board Charter Latest revision approved: 13 May 2026 |
Exhibit 99.9.2
TERMS OF REFERENCE
SASOL LIMITED
AUDIT COMMITTEE
1. |
PURPOSE AND AUTHORITY |
1.1 |
The Audit Committee (the Committee) is constituted as a statutory committee of Sasol Limited (the Company) in respect of the duties prescribed by section 94(7) of the Companies Act, 71 of 2008, as amended (the Act) (as set out in Appendix 1), and as a committee of the Sasol Limited Board of Directors (the Board) in respect of any additional duties delegated to it by the Board. |
1.2 |
These Terms of Reference are subject to the Act, the Company’s Memorandum of Incorporation (MOI) and any other applicable legal or regulatory provision. |
1.3 |
The Committee has decision-making authority in respect of its statutory duties and is accountable to both the Board and the shareholders. In respect of non-statutory responsibilities delegated by the Board, the Committee shall either make recommendations to the Board or approve matters within its delegated authority as applicable. |
1.4 |
The Committee shall perform the functions set out herein and, 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”), shall perform the statutory audit committee functions contemplated in section 94(7) of the Act. |
1.5 |
The Committee assists the Board in overseeing the: |
1.5.1 |
quality and integrity of the Company’s external reporting, including the integrated report, annual and interim financial statements of the Group, Form 20-F and financial results announcements; |
1.5.2 |
qualification, independence, scope and performance of the external auditors; |
1.5.3 |
effectiveness of the external audit and internal audit functions; |
1.5.4 |
effectiveness of the Group’s internal control environment, including internal control over financial reporting (ICFR/ SOX); |
1.5.5 |
effectiveness of the Group’s financial risk management; and |
1.5.6 |
compliance with legal and regulatory requirements to the extent that such matters may have an impact on financial statements or external disclosures. |
1.6 |
In addition, the Committee is responsible for supporting the Board in overseeing governance, risk management, the control environment and assurance relating to technology and Information Management (IM) including cyber security and information related risks. In this capacity, the Committee oversees IM strategy, |
1
ToR: Audit Committee
Latest revision approved: 13 May 2026
operational performance and the integrity of technology-enabled controls and disclosures, and ensures that material information and technology risks are appropriately identified, managed and assured, in support of the Group’s strategic objectives.
2. |
CONSTITUTION AND ATTENDANCE |
2.1 |
The Committee shall comprise no fewer than three members, all of whom shall be independent non-executive directors nominated by the Board and elected annually by shareholders. |
2.2 |
The Chairman of the Board may not serve as a member of the Committee. |
2.3 |
Subject to clause 2.1, the Board shall determine the number of members constituting the Committee. |
2.4 |
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), and at least one member shall qualify as a “financial expert” as defined by the Untied States (US) Securities and Exchange Commission’s (SEC). |
2.5 |
The Board shall appoint the Chairman of the Committee and determine the period of office. |
2.6 |
The Board must fill any vacancy on the Committee within 40 business days after the vacancy arises, but may not remove any member of the Committee elected by shareholders. |
2.7 |
The Chief Financial Officer, the person responsible for risk management in the Group, the senior audit partner responsible for the external audit and Chief Assurance Officer shall attend meetings by invitation, as required, and shall have unrestricted access to the Chairman or any member of the Committee in connection with matters within the Committee’s mandate. |
2.8 |
Attendees at the Committee meetings shall not have voting rights. |
2.9 |
The Company Secretary of Sasol Limited shall act as secretary to the Committee. |
3. |
MANDATE |
3.1 |
Integrated reporting1 |
The Committee shall oversee the integrity of the Company’s integrated reporting, having regard to all relevant factors and risks, and shall review the Company’s annual Integrated Report prior to submission to the Board for approval. In doing so, the Committee shall consider relevant findings and recommendations of Group
1 |
Integrated reporting, as contemplated in King V, is a process underpinned by integrated thinking that results in a periodic report explaining value creation, preservation and erosion by the organisation over time. It includes related communications that provide context and connectivity between financial and non-financial information and may be presented as a standalone report or as an integrated articulation of information contained in other reports. |
2
ToR: Audit Committee
Latest revision approved: 13 May 2026
Executive Committee (GEC) sub-committees and Board committees to the extent they are pertinent to the Committee’s mandate.
3.2 |
Financial and annual reporting and disclosures |
The Committee shall:
3.2.1 |
review the annual report to be filed with the US SEC under Form 20-F prior to submission to the Board for approval; and |
3.2.2 |
review the annual financial statements of the Company (including consolidated Group financial statements), preliminary results announcements and any other material financial information to be made public, prior to submission to the Board for approval, focusing particularly on: |
(a) |
compliance with applicable accounting standards, listings requirements and legal obligations (in respect to compliance with listings and legal requirements, the Committee will consider the recommendations of the Nomination and Governance Committee); |
(b) |
significant judgements, estimates and adjustments resulting from the audit, including the appropriateness of key assumptions applied in impairment assessments, such as cash flow projections, discount rates (including the weighted average cost of capital), and growth assumptions. |
(c) |
going concern assessment, solvency and liquidity; |
(d) |
capital adequacy; |
(e) |
changes in accounting policies and practices; |
(f) |
the appropriateness of material year-end adjustments and the summary of unadjusted audit differences; |
(g) |
amendment of and compliance with the financial conditions of loan covenants; and |
(h) |
material tax and litigation matters; |
3.2.3 |
delegate the review and approval of the annual financial statements of major subsidiaries, as defined in the JSE Listings Requirements, to the respective boards of such entities, subject to the prior review by Group Financial Controlling and Group Company Secretarial Services. |
3.2.4 |
review the Sasol Limited and group consolidated annual budget, including key business and accounting assumptions, as well as the 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. |
3.2.5 |
monitor the solvency and liquidity of the Company and obtain adequate assurance from management regarding the solvency and liquidity of Group companies, making relevant recommendations to the Board. |
3
ToR: Audit Committee
Latest revision approved: 13 May 2026
3.2.6 |
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: |
| ● | circulars and prospectuses; |
| ● | press releases on earnings; and |
| ● | trading statements. |
3.2.7 |
review with management, and any outside professionals as the Committee considers appropriate, the effectiveness of the Company’s disclosure controls and procedures as and when required. |
3.3 |
Sustainability reporting |
The Committee shall:
3.3.1 |
ensure that appropriate assurance is obtained over material sustainability matters, with the scope of such assurance and the appointment of external assurance providers, where applicable, being subject to approval by the Safety, Social and Ethics Committee. |
3.3.2 |
place reasonable reliance, where appropriate, on the sustainability assurance obtained and reviewed by the Safety, Social and Ethics Committee in respect of the integrity, reliability and validation of the sustainable development information the integrity, reliability and validation of sustainability and sustainable development information included in the integrated report and other public disclosures. |
3.3.3 |
consider and evaluate any recommendations or matters referred by the Safety, Social and Ethics Committee that may have a material impact on the financial statements or related disclosures. |
3.4 |
Financial market risk management and hedging matters |
The Committee:
3.4.1 |
approves Sasol’s financial market risk management (hedging) policy and any subsequent changes; |
3.4.2 |
reviews hedging status and approves proposed hedging mandates; |
3.4.3 |
approves deviations from the hedging policy (including but not limited to, hedging levels, hedging instruments, hedging periods, hedge cover ratios); and |
3.4.4 |
monitors financial market risks and the execution of hedges. |
4
ToR: Audit Committee
Latest revision approved: 13 May 2026
3.5 |
External audit and auditors |
The Committee shall, with regard to all Group companies, oversee the external audit function by:
3.5.1 |
recommending the appointment and re-appointment or removal of the external auditor(s), subject to shareholder approval and applicable laws and listings requirements; |
3.5.2 |
assessing the auditor’s independence and performance, and pre approving permissible non-audit services in line with approved thresholds, considering whether any non-audit services substantively impair their independence; |
3.5.3 |
reviewing the overall audit role and review and approve the audit scope, engagement terms/ letter and fees prior to the commencement of the audit and where more than one auditor is involved, the maintenance of a professional relationship and co-ordination between them; |
3.5.4 |
reviewing any significant accounting treatments, judgements, audit findings, adjustments, or contentious matters; |
3.5.5 |
considering the effects of significant ventures, investments or operations which are not subject to external audit; |
3.5.6 |
obtaining assurance from the external auditor(s) that adequate accounting records are being maintained; |
3.5.7 |
overseeing annually or more frequently, the external auditor’s internal quality- control procedures and any material issues raised by the most recent internal quality-control review, peer review, or regulatory inspection findings within the preceding five years, and any steps taken to deal with these issues; |
3.5.8 |
pre-approving the hiring of any senior 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; |
3.5.9 |
considering any Reportable Irregularities identified and reported by the external auditors in terms of the Auditing Profession Act 26 of 2005; and |
3.5.10 |
obtaining 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 |
5
ToR: Audit Committee
Latest revision approved: 13 May 2026
3.6 |
Internal control and assurance |
The Committee shall oversee the effectiveness and independence of internal audit (assurance services2) by:
3.6.1 |
ensuring the effective functioning of the Group’s internal audit function and 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. |
3.6.2 |
approving the internal audit charter and risk-based audit plan, ensuring that the plan aligns with the charter, reviewing internal audit’s compliance with its charter and the timely execution of the plan; |
3.6.3 |
reviewing significant internal audit findings and matters reported by internal audit, and the adequacy of management responses and remediation to ensure the effectiveness of the Group’s systems of internal control, including internal financial control and business risk management; |
3.6.4 |
reviewing significant differences of opinion between management and the internal audit function; |
3.6.5 |
deciding on the appointment, dismissal or re-assignment of the Chief Assurance Officer and assessing the performance and independence of the Chief Assurance Officer; |
3.6.6 |
assessing the independence and effectiveness of the internal audit function including the adequacy of available internal audit resources and 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; |
3.6.7 |
ensuring co-operation and co-ordination between internal and external audit to avoid duplication of work; |
3.6.8 |
reviewing significant forensic investigations and fraud risks that may have a material impact on the financial statements; and |
3.6.9 |
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. |
3.7 |
Combined assurance |
The Committee shall further 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. The Committee shall:
3.7.1 |
ensure that the combined assurance received is appropriate to address all the significant risks facing the Company; |
2Assurance services is a collective term for Sasol’s internal audit and forensic services.
6
ToR: Audit Committee
Latest revision approved: 13 May 2026
3.7.2 |
ensure the independence of the external service providers appointed by the Company to provide assurance on internal audit or the integrated report; and |
3.7.3 |
monitor the relationship between the external service providers and the Company. |
3.8 |
Internal Controls over Financial Reporting (ICFR / Sarbanes Oxley Act (SOX) |
The Committee:
3.8.1 |
will assess any significant changes to the SOX sustainment strategy, including materiality thresholds and those arising from regulatory requirements (effective date applicable) and approve the SOX sustainment strategy at least annually; |
3.8.2 |
will consider major findings relating to the internal control over financial reporting environment and any remediation plans for significant deficiencies and material weaknesses; and |
3.8.3 |
will review disclosures made to the Committee by the Chief Executive Officer and Chief Financial Officer regarding the Form 20-F certifications on the status of the Group’s ICFR environment and in particular regarding any material weaknesses and significant deficiencies identified. |
3.9 |
Information Management (IM), Technology and Cyber oversight |
Oversight of Digital strategy, Digital investment decisions and Digital value delivery (including analytics, AI and GenAI initiatives) resides with the Capital Investment Committee (CIC).
The Audit Committee’s role is limited to oversight of IM strategy and execution, IM, information technology (IT), and operational technology (OT) operational performance, cyber security compliance and risk, and assurance and controls over technology and data domains that may impact external reporting, disclosures and the overall control environment.
The Committee shall:
3.9.1 |
review and oversee the Group’s IM strategy, including material data and information governance, quality, integrity and controls, in alignment with the Group’s strategic objectives and reporting obligations. |
3.9.2 |
ensures that the IM policy gives effect to the ethical and responsible use of data and information technology and compliance with relevant laws; |
3.9.3 |
review material IM /IT/ OT operational performance, including the resilience, availability and stability of core platforms and systems, and material incidents, to the extent that such matters may impact business continuity, reporting integrity or risk exposure. |
7
ToR: Audit Committee
Latest revision approved: 13 May 2026
3.9.4 |
oversee cyber security governance, compliance and risk management, including material cyber incidents, regulatory compliance relating to information security, and the remediation of significant control deficiencies. |
3.9.5 |
obtain assurance on the design and operating effectiveness of technology- enabled and data controls that are material to (i) external reporting and disclosure controls and procedures; and (ii) the internal control environment, including internal control over financial reporting (ICFR) and SOX requirements, where applicable. |
3.9.6 |
ensure that technology-related assurance is appropriately integrated into the Group’s combined assurance framework. |
3.10 |
Compliance with legal and regulatory requirements |
The Committee shall oversee compliance with legal and regulatory requirements insofar as such matters may materially affect financial reporting or disclosures, and shall:
3.10.1 |
review material legal and regulatory matters and significant correspondence with regulators, with support from management and advisers; |
3.10.2 |
oversee procedures for the receipt, retention and treatment of complaints relating to accounting, internal controls, auditing matters and financial reporting; and |
3.10.3 |
oversee mechanisms that are in place for the confidential and anonymous submission of concerns by employees regarding accounting, auditing or related misconduct, in line with applicable laws and SEC requirements. |
3.11 |
Reviewing the adequacy of insurance coverage |
3.12 |
Finance function |
The Committee shall review the expertise, resources and experience of the finance function annually and shall include a report on the results of the review in the annual Integrated Report. The review shall include a review of the expertise and experience of the Chief Financial Officer as may be required from time to time by any stock exchange on which the securities of the Company are listed.
3.13 |
Reporting |
3.13.1 |
The Committee shall annually insert in the financial statements of the Company and where required, those of its South African subsidiaries, a report: |
(a) |
describing how the Committee carried out its functions; |
(b) |
stating whether the Committee is satisfied that the external auditor is independent of the Company and subsidiaries and its views on the quality of the external audit; |
8
ToR: Audit Committee
Latest revision approved: 13 May 2026
(c) |
significant matters that the Committee has considered in relation to the annual financial statements and how these were addressed by the Committee; and |
(d) |
commenting in any way the Committee considers appropriate on the financial statements, the accounting practices and the internal financial control of the Company, including the maintenance of proper and adequate accounting records, the overall operational and financial reporting environment and the systems to safeguard the Company’s assets against unauthorised use or disposal. |
3.13.2 |
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. |
4. |
MEETINGS AND PROCEEDINGS |
4.1 |
Meetings of the Committee will be held as set out in the guiding principles for the management of Board Committees. In addition to the Chairman or any member of the Committee calling special meetings, the external auditors or the Chief Assurance Officer may, through the Chairman, also call special meetings of the Committee. |
4.2 |
The Committee shall periodically have separate meetings with management, internal audit and the external auditors. |
4.3 |
Reasonable notice of meetings and the business to be conducted shall be given as set out in the guiding principles for the management of Board Committees. Notice shall also be given to 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. |
9
ToR: Audit Committee
Latest revision approved: 13 May 2026
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;
(b)to determine the fees to be paid to the auditor and the auditor’s terms of engagement;
(c)to ensure that the appointment of the auditor complies with the provisions of this Act and any other legislation relating to the appointment of auditors;
(d)to determine, subject to the provisions of this Chapter, the nature and extent of any non-audit services that the auditor may provide to the company, or that the auditor must not provide to the company, or a related company;
(e)to pre-approve any proposed agreement with the auditor for the provision of non- audit services to the company;
(f)to prepare a report, to be included in the Annual Financial Statements for that financial year—
(i)describing how the audit committee carried out its functions;
(ii)stating whether the audit committee is satisfied that the auditor was independent of the company; and
(iii)commenting in any way the committee considers appropriate on the financial statements, the accounting practices and the internal financial control of the company;
(g)to receive and deal appropriately with any concerns or complaints, whether from within or outside the company, or on its own initiative, relating to—
(i)the accounting practices and internal audit of the company;
(ii)the content or auditing of the company’s financial statements;
(iii)the internal financial controls of the company; or
(iv)any related matter;
(h)to make submissions to the Board on any matter concerning the company’s accounting policies, financial control, records and reporting; and
(i)to perform such other oversight functions as may be determined by the Board.
10
ToR: Audit Committee
Latest revision approved: 13 May 2026
SASOL LIMITED
REMUNERATION COMMITTEE
TERMS OF REFERENCE
1. |
PURPOSE AND OBJECTIVE |
The Remuneration Committee (the Committee) is a committee of the Sasol Limited Board of Directors (the Board) and is responsible for assisting the Board in discharging its duties relating to fair, responsible and transparent remuneration for all levels in the Group, in a manner that supports the achievement of the Group’s strategic objectives and promotes sustainable value creation within its economic, social, and environmental context.
The Committee acts as remuneration committee for Sasol Limited and its direct and indirect 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.
2. |
CONSTITUTION AND ATTENDANCE |
2.1 |
The Committee shall comprise at least three members. All members shall be independent non-executive directors appointed by the Board. |
2.2 |
The Chairman of the Board may not be a member or Chairman of the Committee, but may attend any meetings by invitation. |
2.3 |
The Committee shall invite the Chairman of the Board and the Chief Executive Officer to attend meetings as appropriate. |
2.4 |
No person attending a Committee meeting shall participate in any discussion or decision in respect of their own remuneration. |
2.5 |
The Committee shall appoint the Committee Secretary. |
3. |
MANDATE |
In accordance with delegated authority, the Committee shall:
3.1 |
Remuneration framework and policies |
3.1.1 |
approve the Group’s remuneration policy and its annual implementation, ensuring that the annual remuneration report, included in the annual Integrated Report, is |
1
ToR: Remuneration Committee
Latest revision approved: 13 May 2026
aligned with legislative and regulatory requirements, and provides sufficient level of disclosure as required in terms of the King V1;
3.1.2 |
as part of the Group’s remuneration policy, approve: |
3.1.2.1 |
the principles governing the mix between guaranteed and variable components of remuneration for all levels of employees; |
3.1.2.2 |
the benchmarking methodologies adopted in the Group for the setting of base salaries and incentive target amounts; and |
3.1.2.3 |
the payment of a living wage for locations where Sasol has large operations, confirming that the Company pays at least a living wage in all countries of operation. |
3.1.3 |
approve the non-executive director’s remuneration policy; |
3.1.4 |
approve a Malus and Clawback policy enabling the adjustment, forfeiture or recovery of variable remuneration in circumstances of material misstatement, misconduct, error, reputational harm or failure of risk management; |
3.1.5 |
approve the Executive Recovery policy as required by the SEC2; |
3.1.6 |
approve a Minimum Shareholding Requirement (MSR) policy; |
3.1.7 |
approve Group material3 human resources policies with an impact on remuneration; |
3.1.8 |
approve retention schemes with or without corporate performance targets; and |
3.1.9 |
review standard conditions of employment and employee benefits. |
3.2 |
Incentive plans and performance measures |
3.2.1 |
in determining performance measures and remuneration outcomes, consider financial, operational, ESG and risk outcomes, and ensure that remuneration does not incentivise excessive or inappropriate risk-taking; |
3.2.2 |
approve short- and long-term incentive plans including all bonus plans and related design principles, target setting and allocation principles, and where required, make recommendations to the Board for approval by the shareholders; |
3.2.3 |
determine and approve performance criteria necessary to measure the performance of executive directors and prescribed officers, ensuring alignment between individual |
1King V Code on Corporate Governance for South Africa, 2025, copyright and trademarks of which are owned by the Institute of Directors in South Africa
2United States Securities and Exchange Commissions
3The Sasol Limited Board determines materiality
2
ToR: Remuneration Committee
Latest revision approved: 13 May 2026
and group performance and reward outcomes to enable the approval of all awards to prescribed officers and in respect of executive directors and the company secretary, for recommendation to the Board for approval;
3.2.4 |
annually review the list of participants in the Sasol Retention plan as approved within the parameters of the Retention policy; |
3.2.5 |
consider the distribution of annual rewards to Senior Vice Presidents confirming that there is no unfair discrimination in the Company’s reward practices; and |
3.3 |
Executive and director remuneration matters pertaining to all levels in the organisation |
3.3.1 |
Review and approve terms and conditions of service agreements of executive directors and prescribed officers; |
3.3.2 |
approve all changes in total remuneration (including incentive outcomes) for prescribed officers and recommend changes in total remuneration for the company secretary and the executive directors to the Board for approval; |
3.3.3 |
Approve the incentive pools made available for distribution to eligible employees in role categories below the Group Executive Committee; |
3.3.4 |
Approve the annual salary increase mandates for employees in collective bargaining units and the annual salary increase budgets for employees not covered by collective bargaining units; and |
3.3.5 |
recommend non-executive directors’ remuneration to the Board for approval by shareholders, considering input from external remuneration specialists and management. |
3.4 |
Governance, assurance and oversight |
3.4.1 |
obtain assurance in respect of the internal and disclosure controls over reporting on matters for which the Committee has responsibility; and |
3.4.2 |
consider the health of in-house pension funds, provident funds, medical aid, and other similar schemes. |
4. |
PRINCIPLES IN EXERCISING THE MANDATE |
The Committee will apply the following principles in exercising its mandate:
4.1 |
ensure that there is alignment between individual performance and rewards and the application of objective discretion as and when required disclosing the use of discretion in the annual remuneration report; |
3
ToR: Remuneration Committee
Latest revision approved: 13 May 2026
4.2 |
ongoing engagement with shareholders and other relevant stakeholders; |
4.3 |
co-ordinate its activities with the Chairman of the Board and the CEO; |
4.4 |
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 |
4.5 |
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. |
5.REPORTING AND SHAREHOLDER ENGAGEMENT
5.1 |
The Chairman (or in his/her absence, an alternative member) of the Committee shall attend the annual general meeting and answer questions concerning the remuneration of directors or any other questions that may arise from the Committee’s remuneration report. |
5.2 |
The Chairman of the Committee shall engage with shareholders and other relevant stakeholders as required, to obtain input or provide clarity on the remuneration policy and its implementation report. Where significant shareholder opposition is expressed to the remuneration policy or implementation report, the Committee shall ensure that appropriate engagement, response and disclosures are undertaken in accordance with applicable regulatory requirements and governance codes. |
6. |
GENERAL |
When accessing professional advice, the Committee will ensure such external advisers meet the independence tests as stipulated in the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.
4
ToR: Remuneration Committee
Latest revision approved: 13 May 2026
