Sasol : 1a. Sasol Limited Circular including Notice of General Meeting

October 23, 2020 at 05:15 am EDT

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The definitions and interpretations commencing on page 9 of this Circular apply throughout this Circular, including this cover page.

Action required by Sasol Shareholders:

If you are in any doubt as to what action you should take arising from this Circular, please consult your CSDP, Broker, banker, attorney, accountant or other professional advisor immediately.
If you have disposed of all of your Sasol Shares, please forward this Circular to the purchaser of such shares or to the CSDP, Broker or banker through whom the disposal was effected.
Sasol Shareholders are referred to page 1 of this Circular, which sets out the action required by them.

Sasol does not accept responsibility, and will not be held liable, for any action of, or omission by, any CSDP or Broker including, without limitation, any failures on the part of the CSDP or Broker of any Sasol Beneficial Owner to notify such Sasol Beneficial Owner of the General Meeting convened in terms of the Notice of General Meeting contained in this Circular and/or the contents of this Circular.

Sasol Limited

(Incorporated in the Republic of South Africa)

(Registration number 1979/003231/06)

Sasol Ordinary Share codes: JSE: SOL	NYSE: SSL
Sasol Ordinary ISIN codes: ZAE000006896	US8038663006

Sasol BEE Ordinary Share code: JSE: SOLBE1

Sasol BEE Ordinary ISIN code: ZAE000151817

("Sasol" or "the Company")

CIRCULAR TO SASOL SHAREHOLDERS

regarding:

the proposed Disposal by Sasol Chemicals of a 50% interest in Louisiana Integrated Polyethylene JV LLC to LyondellBasell LC Offtake LLC for the Disposal Consideration and the creation of the Joint Venture;

incorporating:

notice convening a General Meeting of Sasol Shareholders to be held entirely by electronic communication; and
a Form of Proxy for purposes of the General Meeting for use by Certificated Shareholders, Dematerialised Nominee Shareholders and Own Name Dematerialised Shareholders.

Financial Advisor and	Strategic Advisor	Legal advisor to the Company as
JSE Sponsor	to South African law





				US Legal advisor to the	Legal advisor to the Company
Independent Reporting	Company in relation to the	as to US Environmental and
Accountants	Disposal and Anti-trust		Real Estate law

This Circular is only available in English. Copies of this Circular may be obtained in electronic form from Sasol's website: www.sasol.com. No copies of this Circular will be obtained from or made available at the registered office of Sasol.

Date of issue: 20 October 2020

CORPORATE INFORMATION AND ADVISORS

Sasol Limited

Date of incorporation: 25 June 1979

Place of incorporation: South Africa

Company Secretary and registered office

MML Mokoka

(B Iuris, LLB)

Sasol Place, 50 Katherine Street

Sandton, Johannesburg, 2196

South Africa

(Private Bag X10014, Sandton, 2196)

Financial advisor and JSE Sponsor Merrill Lynch South Africa Proprietary Limited t/a BofA Securities (Registration number 1995/001805/07) The Place

1 Sandton Drive Sandhurst

Sandton, Johannesburg, 2196 (PO Box 651987, Benmore, 2010)

Legal advisor to the Company as to South African law

Edward Nathan Sonnenbergs Inc (Registration number 2006/018200/21) The MARC, Tower 1

129 Rivonia Road

Sandton, Johannesburg, 2196

(PO Box 783347, Sandton, 2146)

US Legal advisor to the Company in relation to the Disposal and Anti-trustLatham & Watkins LLP

811 Main Street, Suite 3700

Houston, TX 77002

Board of Directors

Executive:

FR Grobler (President and Chief Executive

Officer)

VD Kahla (Executive Vice President: Advisory,

Assurance and Supply Chain)

P Victor (Chief Financial Officer)

Independent Non-executive:

SA Nkosi (Chairman)

S Westwell (British) (Lead Independent Director)

C Beggs

MJ Cuambe (Mozambican)

MBN Dube

M Flöel (German)

KC Harper (American)

GMB Kennealy

NNA Matyumza

ZM Mkhize

MEK Nkeli

PJ Robertson (American and British)

Transfer Secretary

Link Market Services South Africa Proprietary Limited

(Registration number 2000/007239/07) 13th Floor

19 Ameshoff Street, Braamfontein, Johannesburg, 2001 (PO Box 4844, Johannesburg, 2000)

Strategic advisor Centerview Partners UK LLP 100 Pall Mall

London, SW1Y 5NQ United Kingdom

Independent Reporting Accountants PricewaterhouseCoopers Inc. (Registration number 1998/012055/21) 4 Lisbon Lane

Waterfall City Jukskei View, 2090

(Private Bag X36, Sunninghill, 2157)

Legal advisor to the Company as to US Environmental and Real Estate law Kean Miller LLP

400 Convention Street, Suite 700 Baton Rouge, Louisiana 70802

ACTION REQUIRED BY SASOL SHAREHOLDERS

IF YOU ARE IN ANY DOUBT AS TO WHAT ACTION TO TAKE, PLEASE CONTACT YOUR BANKER, BROKER, CSDP, ATTORNEY, ACCOUNTANT OR OTHER PROFESSIONAL ADVISOR IMMEDIATELY.

IF YOU HAVE DISPOSED OF ALL OF YOUR SASOL SHARES, THIS CIRCULAR SHOULD BE HANDED TO THE PURCHASER OF SUCH SHARES OR TO THE BANKER, BROKER OR CSDP THROUGH WHOM THE DISPOSAL WAS EFFECTED.

1. The basis for and effect of the General Meeting being held entirely by electronic communication

Sasol is permitted in terms of the Companies Act to hold a shareholders' meeting entirely by electronic communication if its MOI does not prevent this (which the Sasol MOI does not).
The decision has been taken by the Board that it is appropriate to hold the General Meeting entirely by electronic communication in accordance with the provisions of clause 20.1.7 of the Sasol MOI read with section 63(2) of the Companies Act.
Participants will accordingly only be able to Participate in the General Meeting by electronic communication, in accordance with the provisions of the Companies Act.
In accordance with section 63(1) of the Companies Act, before any Intended Participant may Participate in the General Meeting, that person must furnish (by Presentation) reasonably satisfactory identification and the person presiding at the meeting must be reasonably satisfied that the right of that Intended

Participant to Participate has been reasonably verified. The Company will accept

a valid South African identity document, a valid driver's licence or a valid passport as satisfactory identification.

1.5 Any Intended Participants wishing to Participate in the General Meeting should deliver written notice to the Transfer Secretary containing a valid email address for the person wishing to Participate, which written notice must be accompanied by:

if the Intended Participant is a natural person, a copy of his/her identity document or valid passport or valid driver's licence to enable the Intended Participant to be verified;
if the Intended Participant is not a natural person, a copy of a resolution passed by it (which resolution must set out the identity of the natural person who is authorised to represent the Intended Participant at the General Meeting) and a copy of the identity document or valid passport or valid driver's licence of the natural person who is authorised to represent the Intended Participant;

1.5.3 if the Intended Participant is a Sasol Beneficial Owner with his/her/its Sasol Shares registered in the name of a Dematerialised Nominee Shareholder, a copy of the document/s referred to in paragraph 1.5.1 and/ or paragraph 1.5.2 above and a copy of the letter of representation issued by the Dematerialised Nominee Shareholder, which shall contain the identity number of the Sasol Beneficial Owner,

as soon as possible but preferably by no later than 09:00 on Friday, 13 November 2020. This is necessary in order to obtain a user name and a unique nine-digit meeting identity code, without which it will not be possible to Participate. Sufficient time is needed for the Transfer Secretary to verify the Intended Participant and then assign a user name and a unique nine-digit meeting identity code which reflects the number of Sasol Shares in respect of which voting is permitted. (If the number of Sasol Shares reflected is nil, the Intended Participant will be able to attend the General Meeting and view the proceedings as a Guest but will not be able to ask questions, make comments or vote.) However, Participants may still register online to Participate in and/or vote at the General Meeting after Friday, 13 November 2020, provided, that for those Participants to Participate (including voting) at the General Meeting they must be verified and registered (as required in terms of section 63(1) of the Companies Act by providing the Transfer Secretary with their relevant verification documentation referred to in paragraphs 1.5.1, 1.5.2 and 1.5.3 above) before the commencement of the General Meeting. If Participants do not get their details verified on or before the date and time specified in this paragraph, it will be very difficult for Sasol to verify the Participants' details in time for the Intended Participants to be able to Participate in the General Meeting and the intended Participants must understand that there is a risk that this cannot be done in time for Participation in the General Meeting.

Participants and Guests will access the webcast facilitated by Lumi for the General Meeting in order to Participate. Participants and Guests will connect to the General Meeting throughhttps://www.web.lumiagm.com or by downloading the Lumi AGM app from the Apple App Store or Google Play Store and following the relevant prompts. The General Meeting ID is 142-952-100. Participants and Guests are referred to the "Electronic Participation Meeting Guide" attached to the Notice of General Meeting and paragraph 1.5 above for further instructions for Participation in the General Meeting. After accessing the webcast, a Participant or Guest will be required to follow the messaging instructions which will appear on the screen of the device used by the Participant or Guest in order to Participate in, or view proceedings at, the General Meeting. The webcast facilities ordinarily enable all Participants and the Board to communicate concurrently with each other in the General Meeting, in the case of Participants, by posting written questions and viewing all written questions posted by other Participants and listening to the Board as it speaks and responds to questions tabled and generally to Participate reasonably effectively in the General Meeting.
An Intended Participant will receive Guest status if he/she/it does not furnish the necessary identification documents and/or, if applicable, a letter of representation.
Sasol will make the webcast facilities available via Lumi for the duration of the General Meeting at no cost to the Participants or Guests. However, any third- party costs relating to the use or access of the webcast facilities will be for the Participant's or Guest's account.
By using the webcast facilities, the Participants or Guests agree that Sasol will not bear any responsibility or liability, under any applicable law, regulation or otherwise, for any loss, liability, cost, expense, damage, penalty or claim arising in any way from using the webcast facilities including, without limitation, any malfunctioning or other failure of the webcast facilities or loss of network connectivity or other network failure due to insufficient airtime, internet connectivity and/or power outages which may prevent the Participant or Guest from Participating in the General Meeting, whether or not as a result of any act or omission on the part of Sasol or anyone else.

In terms of the Sasol MOI, voting at the General Meeting is by way of a show of hands, unless certain categories of people demand a poll, one of whom is the chairman. As it will not be possible for votes to be taken by a show of hands, the chairman will demand a poll on all the Resolutions at the start of the General Meeting.
Participants will be able to change any vote they may have cast in respect of any resolution at any time during the voting process until the voting closes, which will be shortly before the end of the General Meeting. The chairman will announce when closing of voting is imminent. Once the voting closes, Participants will not be able to change any vote cast in respect of any resolution.

2. If you are a Sasol Beneficial Owner

Your CSDP or Broker should contact you in the manner stipulated in the agreement concluded between you and your CSDP or Broker to ascertain whether or not you wish to Participate in the General Meeting in person:
1. if you wish to Participate in the General Meeting in person, in order for the CSDP or Broker to furnish you with a letter of representation. Your CSDP or Broker may be able to give you a letter of representation which identifies not only you, but also some other person/s nominated by you to Participate in the General Meeting if for any reason you are unable to do so;
2. if you do not wish to Participate in the General Meeting in person, in order for you to instruct the CSDP or Broker how you wish the CSDP or Broker to cast your votes at the General Meeting. The CSDP or Broker should then cast your votes in accordance with your instructions. If your CSDP or Broker does not obtain voting instructions from you, it will be obliged to vote in accordance with the provisions, if any, contained in the agreement concluded between you and your CSDP or Broker.
If you have not been contacted by your CSDP or Broker, you should contact your CSDP or Broker and furnish it with your voting instructions or request a letter of representation.
You must NOT complete the attached Form of Proxy if your CSDP or Broker will be appointing a proxy to vote all the Sasol Shares in respect of which you are the

Sasol Beneficial Owner and you do not need to use a proxy form at all if you will be Participating relying on a letter of representation.

2.4 If you have received a letter of representation from your CSDP or Broker and you are not able to attend the General Meeting, you will be entitled either:

to inform your CSDP or Broker and request it to cancel the letter of representation and vote in accordance with paragraph 2.1.2 above; or
to inform any other person whose name appears on the letter of representation to Participate instead of you or if only your name appears on the letter of representation, to inform your CSDP or Broker to issue the letter of representation in the name of another nominated person.
In that event you will need to ensure that the alternative person is verified in accordance with paragraphs 1.5.1, 1.5.2 and/or 1.5.3 on page 1 of this Circular.

If you are a Certificated Shareholder
1. You may Participate in the General Meeting by electronic communication as outlined in paragraph 1 on pages 1 to 5 of this Circular.
2. Alternatively, if you are unable to Participate in the General Meeting yourself in person, you may appoint a proxy to represent you at the General Meeting by completing the attached Form of Proxy in accordance with the instructions contained in the Form of Proxy and returning it together with the necessary verification documents referred to in paragraphs 1.5.1, 1.5.2 and/or 1.5.3 for the proxy on page 1 of this Circular to the Transfer Secretary. It is requested that Forms of Proxy and verification documents for the proxy be received by the Transfer Secretary as soon as possible, and preferably by no later than 09:00 on Wednesday, 18 November 2020.
3. You are encouraged to appoint a proxy if you do not intend to attend the General Meeting yourself in person.
If you are a Dematerialised Nominee Shareholder with "Own Name" registration Paragraph 3 above is equally applicable to you.
If you are a Dematerialised Nominee Shareholder

If you are a Dematerialised Nominee Shareholder you will be entitled to Participate in the General Meeting in accordance with the instructions of the Sasol Beneficial Owner which you represent. In order to Participate in the General Meeting in respect of any Sasol Beneficial Owner which you represent, there should be no valid letter of representation in existence to that Sasol Beneficial Owner. If you have not obtained instructions from any Sasol Beneficial Owner which you represent, you will be entitled to Participate in the General Meeting in accordance with and act in terms of the mandate furnished to you by any such Sasol Beneficial Owner.

If you are a holder of ADRs
If you are a holder of ADRs, the depositary's transfer agent will contact you so that you can instruct the depositary's transfer agent how you wish to vote. The depositary's transfer agent will then instruct the Sasol Beneficial Owner of the Sasol Shares to which the ADRs relate, how to vote at the General Meeting.
Joint holders
Where there are joint holders of Sasol Shares, any one of such persons may vote at the General Meeting in respect of such Sasol Shares as if that person is solely entitled thereto, but if more than one of such joint holders are present at the General Meeting, the person whose name appears first in Sasol's Register in respect of such Sasol Shares or its/his/her proxy, as the case may be, shall alone be entitled to vote in respect of such Sasol Shares.
Accessing the iProxy Platform in order to appoint a proxy
1. Certificated Shareholders holding their Sasol Shares through Link Market Services Proprietary Limited and Dematerialised Shareholders holding their Sasol Shares through either Pacific Custodian Nominees (RF) Proprietary Limited or Computershare Nominees (RF) Limited ("Specified Shareholders") will be able to appoint proxies, should they wish to do so, electronically via the iProxy Platform.
2. For this purpose, all Specified Shareholders' details have been uploaded to the iProxy Platform.
3. The iProxy Platform can be found at https://sasolgm.virtual-meetings.online/login.

If any Specified Shareholder's email containing this Circular is returned via a Non-Delivery Report on Thursday, 22 October 2020, and in the case of all other Specified Shareholders for which Sasol does not have an email address but does have a valid mobile number, an SMS will be sent on Friday, 23 October 2020. This SMS will contain the required Shareholder Reference Number, Password and URL to enable that Specified Shareholder to access the iProxy Platform.
The Shareholder Reference Number and Password (as contained in the email or SMS) will be the way in which authentication of the Specified Shareholder will occur. Once authenticated, a Specified Shareholder can electronically, in accordance with the instructions contained on the iProxy Platform, appoint a proxy to attend and vote at the general meeting on that Specified Shareholder's behalf. If a Specified Shareholder's South African identity number is linked to

more than one account, then that Specified Shareholder	will be able to appoint
a proxy for each account. A proxy appointed by Specified	Shareholder will be

required to comply with the verification process set out in paragraph 1.5 on pages 1 and 2 of this Circular.

8.6 Sasol Shareholders holding their Sasol Shares through CSDPs/Brokers other than Pacific Custodian Nominees (RF) Proprietary Limited or Computershare Nominees (RF) Limited will not be able to make use of the iProxy Platform to appoint proxies. They must appoint proxies in the usual way in accordance with the instructions in paragraphs 2 to 5 on pages 3 and 4 of this Circular.

9. Using a Mobile Device Platform in order to appoint a proxy

Certificated Shareholders holding their Sasol Shares through the Specified Shareholders will be able to appoint proxies, should they wish to do so, through a Mobile Device Platform.
For this purpose, all Specified Shareholders' details have been uploaded to the Mobile Device Platform.
Specified Shareholders will receive an SMS containing instructions how to appoint a proxy.

9.4 Once authenticated, a Specified Shareholder can through his/her mobile	device,
in accordance with the instructions contained on the Mobile Device Platform,
appoint a proxy to attend and vote at the General Meeting on that Specified
Shareholder's behalf. If a Specified Shareholder's South	African identity	number
is linked to more than one account, then that Specified	Shareholder will	be able to
appoint a proxy for each account.

9.5 Sasol Shareholders holding their Sasol Shares through CSDPs/Brokers other than Pacific Custodian Nominees (RF) Proprietary Limited or Computershare Nominees (RF) Limited will not be able to make use of the Mobile Device Platform to appoint proxies. They must appoint proxies in the usual way in accordance with the instructions in paragraphs 2 to 5 on pages 3 and 4 of this Circular.

TABLE OF CONTENTS

		Page
Corporate information	Inside front cover
Action required by Sasol Shareholders	1
Important dates and times	7
Forward-looking statements	8
Definitions and interpretations	9
Circular to Sasol Shareholders
1.	Introduction and Purpose of this Circular	16
2.	Transaction Overview	17
3.	Disposal Consideration Adjustments and Escrow Amount	19
4.	Rationale for the Disposal and Creation of the Joint Venture	20
5.	Description of the LIP Transfer Assets and Retained Business	23
6.	Key Terms of the Disposal and the Joint Venture	26
7.	Description of the Business of Sasol and its Major Subsidiaries	33
8.	Financial Information on the Transaction	35
9.	Additional Information Relating to Sasol and/or LIP	39
10.	Preliminary Expenses	42
11.	Documents Incorporated by Reference	42
12.	Directors' Responsibility Statement	43
13.	Recommendation	43
14.	Consents	43
15.	General Meeting	43
16.	Documents Accessible on Sasol Website	44
Annexure A - Pro Forma Financial Information on the Transaction	45
Annexure B - Independent Reporting Accountant's Assurance
Report on the Compilation of the Pro Forma Financial Information	57
Annexure C - Combined Carve-out Historical Financial Information
on the Target Business for the years ended 30 June 2020, 2019, 2018	59
Annexure D - Independent Reporting Accountant's Audit Report
on the Combined Carve-out Historical Financial Information
of the Target Business for the year ended 30 June 2020	112
Annexure E - Independent Reporting Accountant's Review Report
on the Combined Carve-out Historical Financial Information of
the Target Business for the years ended 30 June 2019 and 2018	116
Annexure F - List of of other Transaction Material Agreements	118
Notice of General Meeting of Sasol Shareholders	119
Annexure G - Electronic Participation Meeting Guide	122
Form of Proxy	Attached

IMPORTANT DATES AND TIMES

The definitions and interpretations commencing on page 9 of this Circular apply throughout this section and throughout this Circular.

Last Practicable Date	Wednesday, 7 October 2020
First Record Date (for Sasol Shareholders to be eligible
to receive this Circular and Notice of General Meeting)	Friday, 16 October 2020
Circular posted to Sasol Shareholders and posting of
Circular announced on SENS	Thursday, 22 October 2020
Last Day to Trade Sasol Shares on the JSE in order to be
recorded in the Register by the Second Record Date	Tuesday, 10 November 2020
Second Record Date (for Sasol Shareholders to be entitled
to Participate and vote in the General Meeting)	Friday, 13 November 2020
Requested latest date and time for receipt by Transfer
Secretary of the Forms of Proxy for the General Meeting
by 09:00 on	Wednesday, 18 November 2020
General Meeting to be held at 13:00 on	Friday, 20 November 2020
Results of the General Meeting released on SENS on
or about	Friday, 20 November 2020
Results of the General Meeting published in the press on	Monday, 23 November 2020

Notes:

The abovementioned times and dates are South African times and dates and are subject to change. Any such change will be notified on SENS.
Sasol Shareholders should note that as transactions in Sasol Shares are settled in the electronic settlement system used by Strate, settlement of trades takes place three South African Business Days after such trade. Therefore, Sasol Shareholders who acquire Sasol Shares after close of trade on Tuesday, 10 November 2020 will not be eligible to attend, participate in and vote at the General Meeting.
See paragraph 1.5 on page 2 of this Circular as to lodging of proxies after the requested time above.

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS DISCLAIMER

Sasol may, in this document, make certain statements that are not historical facts and 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 Sasol's future prospects, expectations, developments and business strategies. Examples of such forward-looking statements include, but are not limited to, the impact of the novel coronavirus (COVID-19) pandemic on Sasol's business, results of operations, financial condition and liquidity and statements regarding the effectiveness of any actions taken by Sasol to address or limit any impact of the COVID-19 pandemic on its business; statements regarding exchange rate fluctuations, changing crude oil prices, volume growth, increases in market share, total shareholder return, executing Sasol's growth projects (including LCCP), oil and gas reserves, cost reductions, Sasol's climate change strategy and business performance outlook. Words such as "believe", "anticipate", "expect", "intend", "seek", "will", "plan", "could", "may", "endeavour", "target", "forecast" and "project" and similar expressions are intended to identify such 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, Sasol's actual results may differ materially from those anticipated. 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 and others are discussed more fully in Sasol's most recent annual report on Form 20-F filed on 24 August 2020 and in other filings with the United States Securities and Exchange Commission. The list of factors discussed therein is not exhaustive; when relying on forward-looking statements to make investment decisions, you should carefully consider both these factors and other uncertainties and events. Forward-looking statements apply only as of the date on which they are made, and Sasol does not undertake any obligation to update or revise any of them, whether as a result of new information, future events or otherwise.

DATE OF INFORMATION PROVIDED

Unless the context clearly indicates otherwise, all information provided in this Circular is provided as at the Last Practicable Date.

DEFINITIONS AND INTERPRETATIONS

In this Circular and the annexures hereto, the Notice of General Meeting and the Form of Proxy, unless otherwise stated or the context indicates otherwise, reference to the singular shall include the plural and vice versa, words and expressions denoting one gender include the others, words and expressions denoting natural persons include legal persons and associations of persons and the words and expressions in the first column have the meanings stated opposite them in the second column.

ADRs		American Depositary Receipts evidencing American
		Depositary Shares, each representing one Sasol Share,
		listed on the NYSE;
Base Chemicals Business	the business of the Sasol Group consisting of three key
		divisions, namely polymers, solvents and fertilisers,
		with the key products being polymers (polyethylene,
		polypropylene, polyvinyl chloride); solvents (ketones,
		alcohols, acrylates); chlor-alkali chemicals (caustic soda,
		hydrochloric acid) and phenolics; as well as mining
		reagents (cyanide), ammonium nitrate base products, and
		sulphur derivatives;
Broker		any person registered as a broking member (equities) in
		terms of the JSE Listings Requirements;
Business Day	a day which is not a Saturday, Sunday or an official public
		holiday in South Africa;
Business Separation	the business separation agreement between Sasol
Agreement		Chemicals, LIP and LyondellBasell Offtake dated
		1 October 2020 pursuant to which Sasol Chemicals will
		dispose of the LIP Transfer Assets to LIP if and when the
		Resolutions are duly passed;
Certificated	Shareholder	Sasol Shareholders who hold Certificated Shares;
Certificated	Shares	issued Sasol Shares that have not been Dematerialised,
		but title to which is evidenced by tangible documents of
		title including a share certificate, certified transfer deed,
		balance receipt or any other document of title acceptable
		to Sasol in respect of Certificated Shares;
Circular		this Circular to Sasol Shareholders dated 20 October 2020,
		including the Notice of General Meeting, Form of Proxy and
		other annexures attached hereto;
Companies Act	the South African Companies Act, 2008, as amended;
CSDP		a central securities depository participant, being a
		person who has been accepted in terms of section 31 of
		the Financial Markets Act by a person who is licensed as
		a central securities depository under section 29 of the
		Financial Markets Act, namely Strate Proprietary Limited;
Dematerialised or	the process whereby physical share certificates are
Dematerialisation	replaced with electronic records evidencing registered
		holders of Dematerialised Shares in accordance with the
		rules of Strate Proprietary Limited, as contemplated in the
		Financial Markets Act;

Dematerialised Nominee	Dematerialised Shareholders other than Own Name
Shareholders	Dematerialised Shareholders;
Dematerialised Shareholders	Sasol Shareholders who hold Dematerialised Shares;
Dematerialised Shares	Sasol Shares which have been Dematerialised and
	ownership of which is recorded in a sub-register of Sasol
	Shareholders administered by a CSDP, which sub-register
	forms part of the Register;
Directors or Board	the board of directors of Sasol comprising as at the Last
	Practicable Date, the directors named on page 16 of this
	Circular;
Disposal	the disposal by Sasol Chemicals of the Sale Interest to
	LyondellBasell Offtake;
Disposal Consideration	USD2 billion, subject to closing adjustments set out in
	paragraph 3.2 on pages 19 and 20 of this Circular and
	more fully set out in the Membership Interest Purchase
	Agreement;
EBITDA	earnings before interest, taxation, depreciation and
	amortisation;
Effective Date	date on which the Transaction will be implemented, which
	is expected to be before 31 December 2020;
Employee Matters	the employee matters agreement between Sasol Chemicals
Agreement	and LyondellBasell Offtake dated 1 October 2020 pursuant
	to which LyondellBasell Offtake will offer employment to
	certain employees of Sasol Chemicals employed in the
	Target Business;
Equistar	Equistar Chemicals, LP, a limited partnership formed in
	accordance with the laws of the State of Delaware, USA, an
	affiliate of LyondellBasell;
Financial Markets Act	the South African Financial Markets Act, 2012, as amended;
First Record Date	the last day for Sasol Shareholders to be recorded in the
	Register in order to receive this Circular;
Form of Proxy	the form of proxy incorporated into this Circular for use
	by Certificated Shareholders, Own Name Dematerialised
	Shareholders and Dematerialised Nominee Shareholders,
	for purposes of appointing a proxy to represent such Sasol
	Shareholder at the General Meeting;
General Meeting	general meeting of Sasol Shareholders to be held at
	13:00 on Friday, 20 November 2020, entirely by electronic
	communication, to consider and, if deemed fit, pass with
	or without modification the Resolutions, and including any
	adjournment of such meeting;
GHG	greenhouse gas;
Guest	an Intended Participant who has received a user name
	and unique nine-digit code but reflecting nil Sasol Shares,
	which means that person is not permitted to vote at all;
IFRS	International Financial Reporting Standards as issued by
	the International Accounting Standards Board;

Independent Reporting	PricewaterhouseCoopers Inc. (registration number
Accountant	1998/012055/21), further particulars of which appear in the
	"Corporate Information" section of the Circular, being the
	auditor and independent reporting accountant of Sasol
	and the Target Business;
Intended Participant	a Sasol Shareholder or a Sasol Beneficial Owner or proxy
	wishing to Participate at the General Meeting;
Joint Venture	the 50/50 joint venture created between Sasol Chemicals
	and LyondellBasell Offtake in relation to the LIP Transfer
	Assets and the Target Business which will toll manufacture
	products on behalf of Sasol Chemicals and LyondellBasell
	Offtake and will be operated by Equistar following the
	Effective Date;
JSE	the stock exchange operated by JSE Limited, registration
	number 2005/022939/06, a public company registered and
	incorporated in accordance with the laws of the Republic
	of South Africa, also referred to as the Johannesburg Stock
	Exchange;
JSE Listings Requirements	the Listings Requirements of the JSE, as amended from
or Listings Requirements	time to time;
ktpa	kilotonnes per annum;
Lake Charles Property	the property situated at Lake Charles, Louisiana, United
	States of America, comprising 780 hectares of land, of
	which 360 hectares is where the Target Business and
	the Retained Business are situated, and of which 200
	hectares of the remaining land has already been prepared
	and levelled as green fields land which is available for
	immediate development, with the remainder being
	unprepared and undeveloped land available for future use
	or development;
Last Day to Trade	the last Business Day to trade Sasol Shares in order for the
	purchaser of the Sasol Shares to reflect in the Register so
	as to be eligible to Participate at the General Meeting;
Last Practicable Date	Wednesday, 7 October 2020, being the last practicable date
	on which information was capable of being included in this
	Circular prior to its finalisation;
LCCP	the Lake Charles Chemicals Project being the LCCP Cracker
	and six downstream chemical production facilities, the
	LDPE, LLDPE and an ethylene oxide/ethylene glycol plant
	and higher-value derivative plants, producing specialty
	alcohols, ethoxylates and alumina products at the Lake
	Charles Property;
LCCP Cracker	the new ethane cracker, which produces ethylene from
	ethane feedstock and has a capacity of 1540 ktpa, which is
	part of the LCCP;
LDPE	the low density polyethylene unit (with a capacity of
	420 ktpa) which is part of the LCCP;

Limited Liability Company	the Amended and Restated Limited Liability Company
Agreement	Agreement to be entered into between Sasol Chemicals
	and LyondellBasell Offtake on the Effective Date pursuant
	to which Sasol Chemicals (as the existing member in LIP)
	and LyondellBasell Offtake (as the new member in LIP) to
	amend and restate the Original Limited Liability Company
	Agreement in order to, among other things, admit
	LyondellBasell Offtake as a member in LIP and to provide
	for the management and conduct of LIP and set out the
	respective rights and obligations of Sasol Chemicals and
	LyondellBasell Offtake as members in LIP;
LIP	Louisiana Integrated Polyethylene JV LLC, a limited liability
	company incorporated in the State of Delaware, USA as a
	wholly-owned subsidiary of Sasol Chemicals, for purposes
	of the Joint Venture and in which the Target Business will
	be housed;
LIP Transfer Assets	assets of Sasol Chemicals which will be transferred to LIP
	pursuant to the Business Separation Agreement, being the
	1540 ktpa LCCP Cracker, the 471 ktpa LLDPE unit and the
	420 ktpa design LDPE unit, all situated at the Lake Charles
	Property and selected supporting utility, offsite and
	infrastructure units and normalised levels of associated
	inventory but excluding the Original Cracker;
LLDPE	the linear low density polyethylene plant (with a capacity
	of 471 ktpa) which is part of the LCCP;
Lumi	Lumi Technologies SA Proprietary Limited, registration
	number 2008/006613/07, a private company registered
	and incorporated in accordance with the laws of South
	Africa;
LyondellBasell	LyondellBasell Industries N.V., a public limited company
	formed in accordance with the laws of the Netherlands;
LyondellBasell Group	LyondellBasell and its subsidiaries and/or its affiliates;
LyondellBasell Offtake	LyondellBasell LC Offtake LLC, a company incorporated in
	accordance with the laws of the State of Delaware, USA, a
	subsidiary of LyondellBasell;
Lyondell Chemical	Lyondell Chemical Company, a corporation incorporated in
	accordance with the laws of the State of Delaware, USA, a
	subsidiary of LyondellBasell;
Major Subsidiary	shall have the meaning ascribed thereto in terms of the JSE
	Listings Requirements;
Marketing Agreement	marketing agreement to be entered into between Sasol
	Chemicals and Equistar on the Effective Date pursuant to
	which Equistar will market and sell, in consideration for a
	fee, all of Sasol Chemicals' LLDPE and LDPE produced for it
	by LIP in terms of the Tolling Agreement Term Sheet or the
	tolling agreement once concluded;

Membership Interest	the Membership Interest Purchase Agreement, dated
Purchase Agreement	1 October 2020 between Sasol, Sasol Chemicals, LIP,
	LyondellBasell Offtake and Lyondell Chemical pursuant
	to which Sasol Chemicals will sell the Sale Interest to
	LyondellBasell Offtake for the Disposal Consideration;
MOI or Sasol MOI	the Memorandum of Incorporation of Sasol;
Notice of General Meeting	the notice to Sasol Shareholders convening the General
	Meeting to conduct the business described therein and
	to consider and, if deemed fit,	adopt with or without
	modification, the Resolutions	set forth therein, and which
	notice is attached to, and forms part of, this Circular;
NYSE	the New York Stock Exchange;
Operating Services	the operating services agreement to be entered into
Agreement	between LIP and Equistar on the Effective Date pursuant to
	which LIP engages Equistar, as an independent contractor,
	to provide plant operations and maintenance services,
	commercial operations and other related services to LIP;
Original Cracker	the ethane cracker with a capacity of 460 ktpa which was
	originally acquired by Sasol in 2001;
Own Name Dematerialised	Dematerialised Sasol Shareholders who have instructed
Shareholders	their CSDPs or Brokers to register their Dematerialised
	Shares in the names of the CSDPs or Brokers or their
	nominee companies on the sub-registers maintained by
	the CSDPs;
Participant	a Sasol Shareholder or a Sasol Beneficial Owner or proxy
	who has been furnished with a user name and unique nine-
	digit code reflecting the number of	Sasol Shares entitled to
	vote and who is accordingly entitled to Participate at the
	General Meeting;
Participation or Participate	attending, asking questions electronically and/or making
	one or more comments electronically and/or voting in
	person at the General Meeting;
Performance Chemicals	the business of the Sasol Group relating to the research
Business	and development, manufacture and supply of surfactants,
	surfactant intermediates, fatty alcohols, linear alkyl
	benzene, alpha olefins, high-purity	alumina as well as high-
	quality carbon solutions to customers of the Sasol Group;
Presentation	presentation of documents by delivering copies of such
	documents in a manner specified by Sasol, including by
	physical delivery or by electronic delivery;
Pro Forma Financial	collectively the pro forma financial	effects, the pro forma
Information	consolidated statement of financial	position for the year
	ended 30 June 2020 and the pro forma consolidated
	income statement and statement of other comprehensive
	income of Sasol for the year then ended;
Rand or R or ZAR	South African Rand and cents, the official currency of
	South Africa;

Register	the securities register of Sasol Shareholders maintained
	by Sasol in terms of section 50(1) of the Companies Act,
	including the uncertificated securities register	maintained
	by each CSDP in terms of section 50(3) of the Companies
	Act;
Resolutions	the ordinary resolutions proposed to be passed at the
	General Meeting set forth in the Notice of General Meeting;
Retained Business	the US Performance Chemicals Business, the Original
	Cracker and associated utilities and infrastructure, as more
	fully detailed in paragraph 5.3 on pages 25 and 26 of this
	Circular;
Sale Interest	50% limited liability company interest in LIP which Sasol
	Chemicals will sell to LyondellBasell Offtake pursuant to
	the Membership Interest Purchase Agreement on the
	Effective Date;
Sale Land	the portion of the Lake Charles Property on which the
	Target Business is conducted, which will be transferred to
	LIP together with the LIP Transfer Assets;
Sasol or the Company	Sasol Limited, registration number 1979/003231/06, a
	public company registered and incorporated in accordance
	with the laws of South Africa and listed on the JSE and (in
	connection with its ADRs only) on the NYSE;
Sasol Beneficial Owners	those holding the beneficial interests in Sasol	Shares
	registered in the name of the Dematerialised Nominee
	Shareholder;
Sasol Chemicals	Sasol Chemicals (USA) LLC, a Delaware limited liability
	company incorporated in accordance with the laws of the
	State of Delaware, USA and a wholly-owned subsidiary of
	Sasol;
Sasol Group	Sasol and its Subsidiaries;
Sasol Shareholders	the holders of the Sasol Shares;
Sasol Shares	collectively, ordinary shares of no par value in the share
	capital of Sasol (listed on the JSE under the JSE share code
	SOL and ISIN code ZAE000006896, and the NYSE, in the
	form of ADRs, under the NYSE share code SSL and ISIN
	code US8038663006) and Sasol BEE ordinary shares of
	no par value in the share capital of Sasol (listed on the BEE
	Segment under the JSE share code SOLBE1 and ISIN code
	ZAE000151817), which have the rights attaching thereto as
	contemplated in the Sasol MOI;
Second Record Date	the last day for Sasol Shareholders to be recorded in the
	Register in order to participate in the General Meeting;
SENS	Stock Exchange News Service;
Subsidiary	shall have the meaning ascribed thereto in terms of the JSE
	Listings Requirements;

Target Business	the USA business of Sasol at the Lake Charles Property
	relating to the production of ethylene from ethane and the
	production of LLDPE and LDPE from the ethylene using the
	LIP Transfer Assets (which is part of the Base Chemicals
	Business);
Tolling Agreements Term	the term sheets, relating to the terms of the proposed
Sheets	tolling, storage and transportation agreements, to be
	concluded between LIP and each of Sasol Chemicals and
	LyondellBasell Offtake on the Effective Date pursuant to
	which each of Sasol Chemicals and LyondellBasell Offtake
	will supply LIP with its own ethane feedstock and other
	required components which LIP will process into ethylene,
	polyethylene and other products;
Transaction	transaction concluded between Sasol Chemicals, LIP,
	LyondellBasell Offtake and Equistar relating to the
	transfer by Sasol Chemicals of the Target Business to LIP,
	the Disposal, the creation of the Joint Venture and the
	conclusion and implementation of the Transaction Material
	Agreements and other agreements relating thereto;

Transaction Material Agreements

Transfer Contracts

the Business Separation Agreement;
the Membership Interest Purchase Agreement;
the Operating Services Agreement;
the Marketing Agreement;
the Tolling Agreements Term Sheets;
the Limited Liability Company Agreement;
the Employee Matters Agreement; and
the term sheets listed in Annexure F;

the contracts concluded by members of the Sasol Group with third parties which will be assigned to LyondellBasell Offtake or Equistar (including any obligations and liabilities arising from such contracts) in terms of the Business Separation Agreement or the Marketing Agreement;

Transfer Secretary	Link Market Services South Africa Proprietary Limited,
	registration number 2000/007239/07, a private company
	registered and incorporated in accordance with the laws of
	South Africa;
USA	the United States of America;
USD or dollar or US$	United States Dollars, the official currency of the USA; and
US Performance Chemicals	Sasol Chemicals' Performance Chemicals Business at the
Business	Lake Charles Property.

Sasol Limited

(Incorporated in the Republic of South Africa)

(Registration number 1979/003231/06)

Sasol Ordinary Share codes: JSE: SOL	NYSE: SSL
Sasol Ordinary ISIN codes: ZAE000006896	US8038663006
Sasol BEE Ordinary Share code: JSE: SOLBE1
Sasol BEE Ordinary ISIN code: ZAE000151817
("Sasol" or "the Company")

CIRCULAR TO SASOL SHAREHOLDERS

Directors
Executive directors	Independent non-executive directors
FR Grobler (President and Chief Executive Officer)	SA Nkosi (Chairman)
VD Kahla (Executive Vice President: Advisory,	S Westwell (British) (Lead Independent
Assurance and Supply Chain)	Director)
P Victor (Chief Financial Officer)	C Beggs
	MJ Cuambe (Mozambican)
	MBN Dube
	M Flöel (German)
	KC Harper (American)
	GMB Kennealy
	NNA Matyumza
	ZM Mkhize
	MEK Nkeli
	PJ Robertson (American and British)

1. INTRODUCTION AND PURPOSE OF THIS CIRCULAR

Introduction
1. Sasol Shareholders are referred to the announcement released on Friday, 2 October 2020 in which, amongst other matters, Sasol Shareholders were advised that Sasol Chemicals had concluded a suite of agreements with the LyondellBasell Group to dispose of a 50% interest in LIP, a newly formed limited liability company established in Delaware, USA and to create the Joint Venture, as more fully set out in this Circular. The Disposal and the simultaneous creation of the Joint Venture is subject to obtaining the requisite approval of Sasol Shareholders pursuant to the Resolutions and subject to various conditions precedent in the Membership Interest Purchase Agreement.
2. The Disposal constitutes a Category 1 Transaction in terms of the JSE Listings Requirements which requires the approval of Sasol Shareholders by way of an ordinary resolution.
Purpose of this Circular
The purpose of this Circular is to:
1. provide Sasol Shareholders with the requisite information in accordance with the JSE Listings Requirements and the Companies Act to enable them to make an informed decision in respect of the Disposal and the Joint Venture and the proposed Resolutions; and

1.2.2 convene the General Meeting at which the Resolutions necessary to approve and implement the Disposal and the Joint Venture, as more fully detailed in this Circular, will be considered and, if deemed fit, approved by Sasol Shareholders. The Notice of General Meeting is attached to and forms part of this Circular.

2. TRANSACTION OVERVIEW

Sasol Chemicals has concluded a suite of agreements and term sheets (including the Transaction Material Agreements) with members of the LyondellBasell Group, the effect of which is the disposal of the Sale Interest and certain of the Transfer Contracts to LyondellBasell Offtake, the disposal of the Target Business and Sale Land to LIP and the creation of the Joint Venture.
The Transaction Material Agreements and some of the suite of agreements and term sheets are diagrammatically depicted below.

Business Separation

Agreement

Contribution of assets from Sasol

to LIP

ntTolling Agreement

Use of LIP (or other) pipelines and infrastructure, and all offtake and processing, relating to bringing ethane into the LIP assets, and producing polyethylene and co-products on behalf of the partners

No agreements necessary

(each party independently controls third

party sales of these products)

Sasol Limited

LyondellBasell

100%

Membership Interest Purchase

Sasol Chemicals

Equistar

LyondellBasell LC

Agreement (MIPA)

Offtake LLC

LyondellBasell Offtake purchase of 50%

of LIP & real estate

Operator of LIP

50%

LLC Agreement

LIP

Governs LIP

Operating Service Agreement

Governs the operations of the

LCCP Cracker

transaction perimeter

Services Agreements (including

TSA)

Services--JVCo from/to Sasol

Employee Matters Agreement

Merchant Ethylene &

LLDPE / LDPE

Addresses LyondellBasell Offtake hiring of

Co-Products

employees at site

Marketing

Sales to Third

Equistar 100% sale of Sasol's

polyethylene

Parties

Company Asset Agreements with Equistar Agreements with LyondellBasell Offtake

Sasol Chemicals will pursuant to the Business Separation Agreement, transfer:
1. the Target Business (including the LIP Transfer Assets) to LIP in exchange for the assumption by LIP of certain liabilities of Sasol Chemicals relating to the Target Business, excluding those in paragraph 16.3.2 on page 29 of this Circular; and
2. certain of the Transfer Contracts to LIP and LyondellBasell Offtake (or its designated affiliates) in exchange for the assumption by LyondellBasell Offtake (or such designated affiliates), as applicable, of certain liabilities of Sasol Chemicals relating to those Transfer Contracts.
Sasol Chemicals has pursuant to the Membership Interest Purchase Agreement agreed to transfer the Sale Land to LIP. Pending the transfer of the Sale Land to LIP, Sasol Chemicals will, in terms of the ground lease agreement between it and LIP, lease to LIP certain portions of the Lake Charles Property, being that area on which the Target Business is conducted and grant to LIP, non-exclusive servitudes and rights of way as are more fully set forth in that agreement, with effect from the Effective Date until such time as full ownership of the Sale Land is transferred to LIP. The transfer of the Sale Land to LIP will occur as soon as practicably possible after the Effective Date. The consideration for the Sale Land forms part of the Disposal Consideration.

Accordingly, LIP will, following the implementation of the Business Separation Agreement own the Target Business (including the LIP Transfer Assets) and in terms of the Membership Interest Purchase Agreement own the Sale Land. Sasol Chemicals will retain full ownership of the Retained Business and the remainder of the Lake Charles Property.
As consequence of the Disposal, the Joint Venture will be simultaneously created through various agreements that will determine, inter alia, the future operating and governance arrangements of the Target Business, the marketing arrangements for all of Sasol Chemicals' LLDPE and LDPE produced for it by LIP in terms of the Tolling Agreement Term Sheet or the tolling agreement once concluded, as well as benefits that would accrue to the Retained Business from the Joint Venture as more fully set out in paragraphs 4.3.1 and 5.3 on pages 22, 23, 25 and 26 of this Circular.
LyondellBasell Offtake is a wholly-owned subsidiary of LyondellBasell. The LyondellBasell Group is one of the leading worldwide producers of olefins and polyolefins including polyethylene and polypropylene. It operates 22 olefins and polyolefins facilities globally with capacity to produce approximately
7.6 million tons of ethylene, 5.3 million tons of polyethylene and 5.5 million

tons of polypropylene as of December 2019. The majority of these polyolefins production facilities are in North America. As of December 2019 and based on published capacity data, LyondellBasell is ranked as the third largest producer of ethylene in North America, fourth largest producer of polyethylene in North America, and the largest producer of polyethylene in Europe.

Sasol, Sasol Chemicals, LIP, LyondellBasell Offtake and Lyondell Chemicals concluded the Membership Interest Purchase Agreement on 1 October 2020, pursuant to which, inter alia, LyondellBasell Offtake will acquire the Sale Interest from Sasol Chemicals and will pay the Disposal Consideration, being an amount of USD2 billion, subject to closing adjustments as set out in that agreement. Pursuant to the Disposal, LyondellBasell Offtake will become the owner of the Sale Interest and Sasol Chemicals will own the remaining 50% interest in LIP.
Each of Sasol Chemicals and LyondellBasell Offtake has concluded Tolling Agreements Term Sheets with LIP pursuant to which each of them will supply LIP with their respective ethane and other feedstock which LIP will process into ethylene and polyethylene products. Those products will be allocated to each of Sasol Chemicals and LyondellBasell Offtake in an amount corresponding to each such party's ownership interest in LIP (subject to reduction if a party does not provide ethane and other feedstock in proportion to such party's ownership interest in LIP). Each of Sasol Chemicals and LyondellBasell Offtake will pay LIP a fee for processing the ethane and other feedstock into ethylene, polyethylene and/or other required products, which fee is determined on a cost recovery basis having regard to each of Sasol Chemicals' and LyondellBasell Offtake's share of

LIP's fixed and variable monthly operating costs. LIP will only be responsible for the manufacturing of ethylene and polyethylene products. Sasol Chemicals and LyondellBasell Offtake will take ownership of the products and Equistar will be responsible for marketing and selling of any products to customers in accordance with the Marketing Agreement.

2.10 The Target Business will be operated by Equistar (an affiliate of LyondellBasell) and will be reimbursed for the actual cost incurred by it in operating the Target Business. LIP and Equistar have for this purpose entered into the Operating Services Agreement pursuant to which Equistar will provide LIP with operations, maintenance, commercial operations and other related services. The agreement is for a 20-year term and will automatically renew for successive five-year periods, unless either LIP or Equistar has given a two-year notice prior to the expiration

of the term. Equistar or any of its affiliates will employ employees who will be responsible for the operations, maintenance and support services of the Target Business. It will offer employment to the current employees of Sasol Chemicals employed in the Target Business, and Sasol Chemicals will have no further obligations in respect of those employees. LIP will have no employees and will operate mainly on a cost recovery basis in terms of the principles in the Tolling Agreements Term Sheets (and the tolling agreements once concluded).

2.11 Sasol Chemicals and Equistar have entered into the Marketing Agreement pursuant to which Equistar is appointed as an independent contractor and Equistar will exclusively market and sell, in consideration for a fee, all of Sasol Chemicals' LLDPE and LDPE produced by LIP to customers on a worldwide basis. Equistar will market and sell LyondellBasell Offtake's and Sasol Chemicals' LLDPE and LDPE produced by LIP on a pari passu basis based on the amount of such products as received by each of Sasol Chemicals and LyondellBasell Offtake from LIP. Sasol and LyondellBasell Offtake will not market or sell or engage any person to market or sell their products.

2.12 The Marketing Agreement is for a term of five years and will	be renewable for
successive five year terms, unless a party thereto has given	notice to the other

party two years prior to the expiry of the term, of non-renewal of the agreement. Equistar will pay Sasol Chemicals when it receives payment from its customers but will be liable to Sasol Chemicals for any payment that the customer has not made on due date. Sasol Chemicals will pay Equistar a commission based on the net price invoiced in respect of the product sold, and will also pay for all variable distribution costs (such as rail and shipping costs) from the Lake Charles Property to the customer. During the 5-year term the agreement may be terminated

if agreed sales plan targets are not achieved by Equistar.

The Disposal is expected to close no later than the first quarter of 2021, following the fulfilment or waiver of the conditions precedent to the Membership Interest Purchase Agreement, details of which conditions precedent are set out in paragraph 6.1.2 on pages 26 and 27 of this Circular. The Disposal Consideration will be paid to Sasol Chemicals upon closing of the Disposal, subject to closing adjustments.

3. DISPOSAL CONSIDERATION ADJUSTMENTS AND ESCROW AMOUNTS

The Disposal Consideration will be payable by LyondellBasell Offtake to Sasol Chemicals on the Effective Date, subject to certain adjustments thereon as set out in this paragraph 3 and detailed in the Membership Interest Purchase Agreement.
The Disposal Consideration is a base amount of USD2 billion minus:
1. the amount of USD47 million in lieu of the accounts receivable and accounts payable as of the Effective Date of Target Business, retained by Sasol Chemicals (see paragraph 6.3.2 on page 29 of this Circular);
2. undisclosed indebtedness of the Target Business (not included in the schedules to the Membership Interest Purchase Agreement) in the form of loans and financial leases at the Effective Date. It is anticipated that there will be no such undisclosed indebtedness;
3. any reduction in the value of the LIP Transfer Assets arising from force majeure during the period from signature date of the Membership Interest Purchase Agreement to the Effective Date. Any reduction in the value will

be determined by agreement between the parties and failing agreement,
in terms of the process set out in the Membership Interest Purchase
Agreement;	19

an amount not exceeding USD7,5 million in respect of any indemnity given by Sasol Chemicals which becomes due and payable, arising from claims for breach of representation and warranties given by Sasol Chemicals
to LyondellBasell Offtake in terms of the Membership Interest Purchase Agreement;
any amount to be incurred in the event that the following assets are not fully operational as required in terms of the Membership Interest Purchase Agreement by the Effective Date:
1. the LDPE unit damaged as a result of the January 2020 explosion; and
2. the LIP Transfer Assets (having regard to the impact of Hurricane Laura and applicable laws and safety standards).

The amount is restricted to a maximum of six months' potential loss of contribution margin by LyondellBasell Offtake, however, Sasol Chemicals expects that the assets will be fully operational by the Effective Date, which will limit any potential loss. Any such amount will be determined by agreement between the parties and failing agreement, in terms of the process set out in the Membership Interest Purchase Agreement.

50% of the premiums, broker commission, underwriting fee and surplus lines, tax with respect to the representation and warranty insurance, such amount not exceeding USD2,3 million; plus
to the extent that consent to the assignment of a licence agreement with third party to LIP has been obtained, an amount will be payable to the third party, but Sasol is not in a position to disclose the proposed terms of the assignment which are still under negotiation, due to confidentiality undertakings. The amount under consideration is immaterial in relation to the Disposal Consideration.

3.3 A portion of the Disposal Consideration could be held in escrow for up to

six months from the Effective Date to cover certain potential liabilities, specifically related to the items noted in paragraph 3.2.5 on page 20 of this Circular if agreed operational specifications are not met by the Effective Date. The amount has not yet been agreed and the parties will meet 30 days before the Effective Date to determine whether or not the escrow is required based on the operational performance of the Target Business at that time. If the escrow is required, the parties will at that time determine the escrow amount required. Sasol expects that the escrow amount will not exceed USD130 million but should be considerably lower as Sasol expects that the start-up of the units will be completed well in advance of the six-month period covered under the escrow.

4. RATIONALE FOR THE DISPOSAL AND THE CREATION OF THE JOINT VENTURE 4.1 Overview

4.1.1 In early 2020, Sasol faced an unexpected collapse in the oil price, a

significantly weaker Rand/US dollar exchange rate and an unprecedented global economic slowdown as a result of the worldwide COVID-19 pandemic. These events came at a time when Sasol was already facing significantly elevated levels of debt principally due to the construction of the LCCP in the USA, which is now in the final phase of construction.

In March 2020 Sasol announced a comprehensive response plan to address these unprecedented circumstances. The first phase of the plan targeted delivering USD6 billion of cash incremental to the prevailing plan

by June 2021, including key components referred to in paragraph 4.2.2 on page 21 of this Circular. This response plan, which included decisive action to reduce Sasol's debt and an intention to reset Sasol's strategy to improve long-term shareholder returns in a lower oil price environment. In June 2020, Sasol announced the outline of this updated strategy ("Future Sasol Strategy"), a key part of which is to increase focus on specialty chemicals. The Disposal and the creation of the Joint Venture together represent a significant step in achieving Sasol's financial and strategic objectives by materially reducing net debt and catalysing a rapid shift towards the Future Sasol Strategy. Sasol will also continue

to have an integrated ethylene value chain at Lake Charles based on low cost on-site ethylene. This will enable Sasol to protect the profitability of its US Performance Chemicals Business.

The Disposal (and the consequent creation of the Joint Venture) was undertaken following a competitive process in which Sasol explored a number of potential constructs in order to determine what would realise the most value whilst protecting Sasol's long-term strategic priorities. Through this process it became clear that the proposal that offered the best combination of upfront and long-term value was that provided
in the Disposal to LyondellBasell Offtake.

4.2 Context Financial

At the start of 2020, Sasol's balance sheet had debt significantly above normal levels. Deleveraging was expected to take place shortly after the construction at the LCCP came to a conclusion and production ramped up. At this point the unexpected impact of COVID-19 and the rapid decline of oil and chemical prices resulted instead in a significant further increase in leverage. In response to this Sasol announced a comprehensive package of measures in March 2020.
This response plan focused on three key components to reduce net debt, all of which remain important to create a sustainable capital structure:
1. Cash improvement: A cash conservation programme, based on "self-help" measures, targeting the delivery of USD1 billion cash improvement by June 2020 and a further USD1 billion by June 2021;
2. Disposals: An accelerated and expanded asset disposal programme to be executed in line with balance sheet, shareholder value and strategic objectives; and
3. Equity raising: A possible rights issue of up to USD2 billion, subject to prevailing funding requirements.
At Sasol's 2020 financial year-end results it was announced that the USD1 billion cash improvement by June 2020 had been achieved with plans in place to achieve the further USD1 billion of cash improvement by June 2021.
The Disposal forms a critical part of the expanded disposal programme and the overall response plan.

Strategic

As presented at its Capital Markets Day in 2017, Sasol was intending to grow the specialty chemicals business and participate only selectively in commodity chemicals. This was motivated by the fact that commodity chemicals typically have a high level of exposure to cyclical pricing. Sustainable value creation therefore requires feedstock, technology or market leadership.
Since 2017, the outlook for commodity chemicals has become much more challenging with ongoing oversupply now widely expected. This has been exacerbated by the recent, unexpected collapse in the oil price and the unprecedented global economic impact of the COVID-19 pandemic.
As a result, Sasol announced the key framework of an update to its strategy in June 2020. As part of this strategy, given these expected pricing trends and Sasol's current business positioning, the Sasol Group's Chemicals business will increase its focus on activities in speciality chemicals where it has differentiated capabilities and strong market positions. This enhanced focus is intended to help achieve the objectives of the updated strategy of enhanced cash generation, value realisation for shareholders and business sustainability in a lower oil price environment.

4.3 Rationale for the Disposal and the consequent creation of the Joint Venture

Sasol believes that the Disposal has the following compelling benefits for its shareholders:
1. Reduced leverage: The Disposal is a critical part of Sasol's response plan to reduce debt, improve debt covenant compliance and enhance liquidity. As a result of the Transaction net debt, before lease liabilities, is expected to reduce materially from approximately USD10 billion to approximately USD8 billion significantly improving Sasol's financial position;
2. Accelerated delivery on strategic objectives: Sasol will continue to have full ownership and control of the Retained Business, which is consistent with its strategic ambition of increased focus on
  a global specialty chemicals portfolio. This portfolio has well- established capabilities and potential for long-term profitability in a number of product categories including Ziegler and Guerbet alcohols, in which Sasol already has a strong market position. Such specialty chemicals products are expected to have a more resilient long-term demand outlook than commodity chemicals;
3. Integrated value chain retained: The Retained Business will benefit from low cost onsite ethylene both from the Target Business and the Original Cracker on the Lake Charles Property. This access to low cost ethylene feedstock will help protect the profitability of the Retained Business;
4. Well defined partnership with a proven operator: Sasol will continue to have substantial ongoing participation in the Target Business as a Joint Venture partner. Clearly defined governance and on-site partnership arrangements with a world-class group that has significant global ethylene and polyethylene production expertise should create a strong platform for a highly productive relationship;

4.3.1.5 Upside participation: Through the 50% interest in LIP and the

Joint Venture, Sasol will benefit from the upside when the macroeconomic environment improves; and

1. Growth optionality: Sasol Chemicals will retain ownership of the remainder of the Lake Charles Property and will be able to utilise vacant land to develop further facilities on the Lake Charles Property. This provides Sasol Chemicals with further growth opportunities for its US Performance Chemicals Business. Sasol Chemicals should also be able to secure further ethylene feedstock from a potential expansion of the LCCP Cracker to enable future growth of its US Performance Chemicals Business.
Prospects
The Disposal represents a significant step forward in delivering the Company's response plan. Proceeds from the Disposal, combined with the progress in achieving the short-term cash improvement measures should significantly enhance the Company's liquidity and leverage position. The Company continues to work towards a rights issue as the final step of the response plan. It is intended to execute such a rights issue in the second half of financial year 2021 when the Disposal has been closed and further detail of the updated strategy has been disclosed. This will enable Sasol Shareholders to have more clarity on the Company's future and should allow Sasol to undertake the rights issue from a materially stronger financial and strategic position. Consistent with the response plan announced in March 2020, it is currently expected to target proceeds of up to USD2 billion from the rights issue. The amount to be raised will depend on prevailing operating and market conditions as well as other initiatives, such as further disposals, that Sasol may implement consistent with its Future Sasol Strategy reset. The Disposal will contribute substantially towards the Company's debt reduction plan.

5. DESCRIPTION OF THE LIP TRANSFER ASSETS AND RETAINED BUSINESS

The Sasol operations on the Lake Charles Property
1. The operations on the Lake Charles Property are the Sasol Group's largest operations in the USA. These operations are leading safety performers in the USA and comply with environmental legislation.
2. The operations are comprised of:
3. 1. the Target Business, which includes the LCCP Cracker which produces ethylene from ethane. Ethylene and supplementary feedstock are converted to LLDPE and LDPE with various utilisations in shopping bags, plastic films, industrial tubing and others;
  2. the Retained Business, being principally the US Performance Chemicals Business which is referred to paragraph 5.3 on pages 25 and 26 of this Circular. of this Circular, as well as the Original Cracker.

5.1.3 The Target Business and the Retained Business are diagrammatically depicted below.

Aluminum	Puriﬁcation

LC Alumina

Kerosene	n-Paraﬃn
		LAB
Benzene		extraction

				5.3.2.1
			5.3.2.1	MEG
				5.3.2.1
Oxygen			Ethylene
			Ethoxylates
			Oxide	5.3.2.1	4 & 5
				PEO
External					Ethoxylates
Alcohol
	5.2.1.1			1, 2 & 3

		5.3.2.2

Ethane	LCCP Cracker	New	5.3.2.4	Guerbet
	Alcohols
		Ziegler

				5.3.2.3	Alumina
			Existing

		5.3.1	Ziegler

Ethane	Original Cracker	Co-
monomers

			LDPE	5.2.1.2
		5.2.1.4
	West

	Utilities			5.2.1.3
			LLDPE
	East
	Utilities

UHPA

Paraﬃns

LAB

EO value chain

ZAG

1-Hexene &

1-Octene

Polyethylene

Target Business Retained Business

5.2 The Target Business

5.2.1 The Target Business includes the following units which will be transferred to LIP prior to completion of the Disposal, among other assets specified in the Business Separation Agreement:

the LCCP Cracker, which reached beneficial operation in
August 2019, produces ethylene from ethane feedstock and has a capacity of 1 540 ktpa;
the LDPE plant, with a capacity of 420 ktpa of polyethylene, which is being commissioned following the repairs to damage from
an explosion earlier this year. Commissioning is expected to be complete in the fourth quarter of 2020;
the LLDPE plant, with a capacity of 471 ktpa of polyethylene, completed in mid-2019 which is currently running at 95% to 100% of monthly planned targets; and
selected supporting utility, offsite and infrastructure units on the west side of the Lake Charles Property mainly comprising the steam and water treatment units and various infrastructure including the storm water and firewater detention ponds.

The Sale Land on which the Target Business is situated (and on which the Target Business will be conducted) will form part of the assets to be transferred to LIP by Sasol Chemicals for no consideration. The value of these assets has been taken into account in determining the Disposal Consideration to be received from LyondellBasell Offtake.
A further update on the start-up of operations at the units included in the LIP Transfer Assets will be provided on SENS closer to the General Meeting.

5.3 Retained Business

The Retained Business comprises principally of the US Performance Chemicals Business, as well as the Original Cracker (which operates with a capacity of approximately 460 ktpa), located at the Lake Charles Property.
The US Performance Chemicals Business consists of:
1. the ethylene oxide value chain which consists of a new 300 ktpa ethylene oxide unit and a new 100 ktpa ethoxylation unit. Production of ethylene oxide from the new unit displaces external purchases used to feed the existing ethoxylation units, as well as feeds into the new ethoxylation unit, and ethylene glycol unit. The new ethoxylation unit supplements existing capacity
  (115-120 ktpa) at the Lake Charles Property, as well as production capacity in Europe and China;
2. the new Ziegler alcohol unit which supplements the existing Ziegler unit (140 ktpa) at the Lake Charles Property and adds to Sasol's global production of alcohols. The new Ziegler unit is the largest of its kind in the world adding nameplate capacity of 173 ktpa of alcohol. The output will be used both for feedstock to derivative ethoxylation units and sales to the merchant market;
3. the new alumina unit (30 ktpa) which supplements an existing alumina unit (23 ktpa) at the Lake Charles Property and Europe. The additional capacity enables Sasol to supply to the increasing market demand for tailor-made, high purity alumina products;
4. the new Guerbet alcohols (30 ktpa) unit will add to Sasol's global production capacity, and provide customers with expanded access to a more efficient global supply chain; and
5. other Performance Chemicals legacy units including a tetramerization unit producing 1-hexene and 1-octene, a linear alkyl benzene producing unit, paraffin extraction unit producing paraffins and the hydrogenation unit producing LPA solvent.
Sasol Chemicals will continue to own the remainder of the Lake Charles Property on which the Retained Business is situated, including the vacant land.
A Sasol Chemicals controlled site committee will be established at the Lake Charles Property to determine the way in which remaining unutilised portions of the Lake Charles Property will be made available for expansion of the Target Business, the Retained Business and/or potentially to third parties.

1. The Lake Charles Property has excellent connectivity by pipeline and rail (some of which is leased and some of which is owned by Sasol Chemicals, the latter forming part of the LIP Transfer Assets) to the main ethane supplier and to the main natural gas supplier. In addition, its proximity to the USA Gulf Coast makes it possible to ship products to customers worldwide.
2. Sasol requires ethylene for its Retained Business. That ethylene will be obtained either internally using the Original Cracker or from the share which will be received by Sasol Chemicals from LIP in terms of the Tolling Agreement Term Sheet (and when it is replaced in terms of the tolling agreement to be concluded between Sasol Chemicals and LIP).
Utilities and other Site Services
1. Utilities, including steam and water utilities, will be supplied as required either by Sasol Chemicals to LIP or by LIP to Sasol Chemicals at cost plus a margin of 3%.
2. Various service agreements will be put in place whereby interdependent services will be delivered between LIP and Sasol Chemicals due to the integrated nature of the site, including laboratory, warehousing, control room and other services. These services will be provided at cost.

6. KEY TERMS OF THE DISPOSAL AND THE JOINT VENTURE

Membership Interest Purchase Agreement
1. In terms of this agreement, Sasol Chemicals will sell the Sale Interest and certain of the Transfer Contracts to LyondellBasell Offtake for the Disposal Consideration.

6.1.2 The Disposal is subject to the fulfilment or waiver, where capable of waiver, of customary conditions precedent, by no later than 31 March 2021 (however, that Sasol Chemicals and LyondellBasell Offtake have agreed to use commercially reasonable efforts to consummate the Transaction no later than 31 December 2020), including the following important conditions precedent:

approval of the indivisible transactions contemplated in the Transaction Material Agreements by Sasol Shareholders shall have been obtained;
all competition or anti-trust approvals applicable to the Transaction in all relevant jurisdictions shall have been obtained;
the parties shall have performed and complied with their respective obligations under the Membership Interest Purchase Agreement;
absence of any order, law or other action making illegal, prohibiting or restraining the Transaction;
the Target Business has been transferred to LIP;

1. obtaining of the consents or waivers of any third parties to enable the Target Business to be transferred to LIP and the Transaction to be implemented, in particular consents required from key technology licence providers. Sasol is engaging the relevant licence providers and initial indications are that some assignment fee may be payable and certain protocols may be put in place in order to obtain consent; and
2. absence of material adverse effect on the business, operations, assets and other conditions of the parties.
The Disposal Consideration will be payable by LyondellBasell Offtake
to Sasol Chemicals on the Effective Date, subject to certain adjustments set out in paragraph 3 on pages 19 and 20 of this Circular.
A portion of the Disposal Consideration in the amount of USD7,5 million (being Sasol Chemicals' 50% portion of the deductible under the representation and warranty insurance policy) will be held in another escrow account to cover certain potential liabilities of Sasol Chemicals that may arise from breaches by Sasol Chemicals of certain obligations and/or representations and warranties provided by it in terms of the agreement. This amount is in addition to the amount of representation and warranty insurance policy premium referred to in paragraph 6.1.6 on page 27 of this Circular, which also covers breaches by Sasol Chemicals of the terms of the agreement. The escrow amount will remain in the escrow account for a period of 12 months from the Effective Date and if after that date there is any amount remaining in the escrow account, such amount will be released to Sasol Chemicals less the amount of any good faith claims that may have been made by LyondellBasell Offtake prior to the expiry of the 12-month period.
If the agreement is terminated due to, inter alia, failure to obtain approval of the Sasol Shareholders in relation to the Disposal and at any time during the six months following the date of such termination, Sasol Chemicals or any of its affiliates enters into any proposal or other agreement for an alternative transaction with a third party, then Sasol Chemicals will pay to LyondellBasell Offtake an amount of USD40 million following the earlier to occur of (i) the consummation of such alternative transaction and (ii) the twelve (12) month anniversary of the date of entry into such proposal or other agreement for an alternative transaction.
Sasol Chemicals has given LyondellBasell Offtake customary representations and warranties for transactions of this nature, including those relating to environmental issues, taxes and so forth. LyondellBasell Offtake has taken up a buyer-side representation and warranty insurance policy to cover representations and warranties given by Sasol Chemicals in terms of the agreement, in case of a breach thereof. The insurance policy premiums will be borne by Sasol Chemicals and LyondellBasell Offtake on an equal basis.

Each of Sasol Chemicals or LyondellBasell Offtake may also terminate the agreement if:
1. any governmental authority has enacted any order or law that prohibits the consummation of the Transaction, subject to certain exceptions;
2. the Transaction has not been consummated by 31 March 2021; and
3. there is a material breach, inaccuracy in, or failure to perform any representation, warranty, covenant, or agreement made by the other party resulting in the failure of satisfaction of conditions relating to (a) the truthfulness and correctness of the representations and warranties given by such other party and (b) the performance and compliance, in all material respects, with the agreements, covenants and obligations required to be performed or complied with by such other party at or before the Effective Date and such other party has failed to remedy such breach within thirty days from receipt of notice from the terminating party.

6.2 The Limited Liability Company Agreement

In terms of this agreement, the Original Limited Liability Company Agreement is amended and restated in order to, among other things, admit LyondellBasell Offtake as a member owning 50% of the membership interests in LIP and to set forth the governance terms of the Joint Venture.
For a period of two years after the Effective Date, no member may transfer

any of its membership interests in LIP to a non-affiliate without the	prior
consent of the other member, unless such transfer is an affiliate of the
transferring member.
6.2.3 Each member's membership interests are subject to certain transfer
restrictions, including a right of first refusal in the event the other	member

wishes to sell its interest to a third party and tag-along rights if the other member wishes to sell its interest to a third party after first complying with the right of first refusal. Each member also has a pre-emptive right in the case of the issuance of additional ownership interests in LIP.

If a member (a) has encumbered its interest and the creditor wishes to enforce its rights in relation to such encumbrance; (b) has been dissolved or wound-up (unless the distribute of the member's membership interest is a subsidiary of such member's parent company) or becomes bankrupt or
(c) or its parent has undergone a change of control and has not offered its membership interest to the other member prior to such change of control then there is a forced sale provision at fair market value.
The right to participate in certain expansion projects related to debottlenecking of the LCCP Cracker is specific to Sasol Chemicals and cannot be transferred if Sasol Chemicals sells its interest in LIP. If there is a change of control of Sasol Chemicals or Sasol, the right to participate in the expansion of the LCCP Cracker automatically terminates.
The members are entitled to compete with LIP and the corporate opportunities doctrine has been waived by each member of LIP.

Sasol Chemicals and LyondellBasell Offtake as members in LIP may be called up to provide funding to LIP including as required by the then effective annual budget of LIP or as the management committee of LIP may otherwise determine. If any member fails to fund a mandatory capital call, in addition to the other remedies, the other member could elect to fund such shortfall as an interest-bearing loan, which would be converted to a capital contribution of such funding member if not paid within
two months from the date of the loan. The defaulting member grants a member who has made advances on behalf of the defaulting member's behalf a security interest in its membership interests. Each member of LIP also has the right to cure the other member's or its affiliates' payment default owed to LIP with respect to any affiliate contract by electing to fund such shortfall as an interest-bearing loan, which is converted to
a capital contribution of such funding member if not repaid within three months from the date of the loan.

6.3 The Business Separation Agreement

In terms of the Business Separation Agreement Sasol Chemicals will transfer:
1. the LIP Transfer Assets and the Target Business to LIP and LIP will assume certain liabilities of Sasol Chemicals relating to the ownership by Sasol Chemicals of the LIP Transfer Assets and/or operation by Sasol Chemicals of the Target Business; and
2. certain of the Transfer Contracts to LIP and LyondellBasell Offtake (or its designated affiliate) and LIP and LyondellBasell Offtake (or such designated affiliate) will assume certain liabilities of Sasol Chemicals under those Transfer Contracts.
Sasol Chemicals will retain the Retained Business (including the assets relating thereto) as well as related liabilities. Sasol Chemicals will also retain the accounts receivable and accounts payable relating to the Target Business at the Effective Date and instead there will be an adjustment to the Disposal Consideration of USD47 million. The net effect of this is expected to be cash neutral for Sasol Chemicals.
Neither Sasol Chemicals nor any member of the Sasol Group makes any representation or warranty to LIP regarding any matter whatsoever, including any representation or warranty with respect to, inter alia, the condition or the value of any LIP Transfer Assets or the amount of any assumed liability, non-infringement of the intellectual property of any person or any fitness for a particular purpose or title of the LIP Transfer Assets.
Each of LIP and LyondellBasell Offtake will indemnify members of the Sasol Group against any claims that may arise in relation to, among other things, their respective assumed liabilities and performance of obligations thereunder pursuant to the terms of the Business Separation Agreement.
Sasol Group will indemnify LIP, LyondellBasell Offtake and their respective

affiliates against any claims that may arise in relation to, among other things, liabilities of the Retained Business and performance of obligations thereunder pursuant to the terms of the Business Separation Agreement.

6.4 Marketing Agreement

In terms of this agreement, Equistar will market and sell, in consideration for a fee, all of Sasol Chemicals LLDPE and LDPE produced by LIP to customers around the world. Equistar will market and sell LyondellBasell Offtake's products and Sasol Chemicals LLDPE and LDPE produced by LIP on a pari passu basis based on the amount of such products as received by each of Sasol Chemicals and LyondellBasell Offtake from LIP. Sasol Chemicals will be obliged to sell its LLDPE and LDPE through Equistar on an exclusive basis, which will market and sell the LLDPE and LDPE as well as LyondellBasell Offtake's products produced by LIP to customers. The marketing fee payable by Sasol to Equistar is competitively sensitive both to the Sasol Group and the LyondellBasell Group, and is not disclosed in this Circular. Moreover, the amount of the marketing fee is not material in the evaluation of the Transaction.
Equistar will pay Sasol Chemicals within five business days of receipt of payment from its customers. Sasol Chemicals will pay Equistar a commission based on the net price invoiced in respect of the product sold. Sasol Chemicals will also bear its proportionate share (based on the amount of Sasol Chemicals product relative to LyondellBasell Offtake product) of the distribution costs to the final customer. The Marketing

Agreement is for an initial term of five years and	will be renewable for
successive five-year terms, unless a party thereto	has given notice to the

other party two years prior to the expiry of the term or renewal term, of non-renewal of the agreement or a specified termination event set forth in the agreement occurs.

Sasol Chemicals will bear its proportionate share (based on the amount of Sasol Chemicals product relative to LyondellBasell Offtake product) of the costs of any shipment (including, without limitation, packaging, transportation and insurance) and such costs will be reflected in the determination of the costs incurred by Equistar in the marketing and selling of Sasol Chemicals' LLDPE and LDPE.
Sasol Chemicals will not market or sell the LLDPE and LDPE or engage any other person to market, sell or perform any marketing and sales with respect to the LLDPE and LDPE. Sasol Chemicals' LLDPE and LDPE and LyondellBasell Offtake's products will be comingled and marketed and sold on a pari passu basis. Equistar will market and sell Sasol Chemicals' LLDPE and LDPE in Equistar's name, trademarks, service marks and trade names, packaging, labels, shipment documents, certificates of analysis, product brochures, technical datasheets, and the like and that Sasol Chemicals' name will not be shown on the products or any of the marketing and sale documents. Equistar will sell Sasol Chemicals' LLDPE and LDPE according to Equistar's standard product selling processes, including online sale, spot sale, consignment sale, agent sale, distributor sale, exportation and the like.

6.4.5 Equistar will in each financial year prepare and present to Sasol Chemicals a proposed annual marketing plan, which will be agreed between Sasol Chemicals and Equistar, failing which the matter will be referred to the relevant resolution processes involving senior executive members of Sasol Chemicals and Equistar. The proposed annual marketing plan will indicate the planned sales volumes in each jurisdiction and for each product segment that Equistar commits and targets to benchmarks for such financial year.

The agreement may be terminated as follows:
1. by written notice by Sasol Chemicals to Equistar, if LyondellBasell Offtake (together with its affiliates) holds less than one-third of the membership interests in LIP; or
2. if Sasol Chemicals ceases to hold any membership interests in LIP; or
3. by Sasol Chemicals giving Equistar 18 months' written notice in the event that from and after the date that is two years following the Effective Date, Equistar fails to meet the marketing performance criteria (as defined in the agreement) or the marketing price performance criteria (as defined in the agreement) for three consecutive full calendar quarters commencing with the first calendar quarter following such second anniversary of the Effective Date and such failure is not caused by any force majeure event (as defined in the agreement) or any failure of products supply by LIP. Other than the termination right that Sasol Chemicals has, Equistar shall not have any liability for failure to meet the annual marketing plan.

6.5 Tolling Agreement Term Sheet

In terms of the Tolling Agreement Term Sheet between Sasol Chemicals and LIP, Sasol Chemicals will supply LIP with ethane which LIP will process into ethylene, co-products and LLDPE and LDPE. In addition, LIP will transport and store the feedstock required for purposes of processing into ethylene, co-products and LLDPE and LDPE. LIP will utilise a portion of the produced ethylene, together with other required components, and process these into LLDPE and LDPE. The balance of ethylene and co-products after accounting for any stock movements, as agreed in the nominations process set out in the Tolling Agreement Term Sheet will be allocated
to Sasol Chemicals in an amount corresponding to its membership interests in LIP, subject to reduction if Sasol Chemicals does not provide feedstock in proportion corresponding to its membership interests in LIP. An identical tolling arrangement will be concluded between LIP and LyondellBasell Offtake.
Sasol Chemicals and LyondellBasell Offtake will pay LIP a fee for processing the ethane into ethylene and LLDPE and LDPE, which is determined having regard to each of Sasol Chemicals and LyondellBasell Offtake's share of

LIP's fixed and variable monthly operating costs as well as fees and costs relating to transportation and storage agreements relating to the supply, transportation and storage of ethane feedstock and ethylene product prior to and during the tolling process.

Ownership of Sasol Chemicals' ethane feedstock components and processed products (ethylene and LLDPE and LDPE) remains with Sasol Chemicals at all times during the tolling process.

6.6 Operating Agreement

Equistar will in terms of the Operating Agreement provide LIP with plant operations and, maintenance and, commercial operation and other related services. The agreement is for a 20-year initial term and will automatically renew for successive five-year periods, unless either of LIP or Equistar has given a two-year notice prior to the expiration of the term. Equistar will be reimbursed for the actual cost incurred by it in operating the Target Business.

6.6.2 In terms of the agreement, Equistar or any of its affiliates will employ employees and appoint subcontractors who will be responsible for the rendering of the services and operations of the Target Business. LIP will have no employees. Equistar will be authorised to execute, deliver, amend, and perform all of LIP's obligations under any service contracts concluded by LIP with third parties. Equistar will oversee and review the performance of all contractors, subcontractors, suppliers, vendors, and any other counterparties to the service contracts, and their respective designees, agents, consultants, subcontractors, or representatives to the extent such persons are providing services, materials, equipment, or supplies under the service contracts. LIP will delegate authority to Equistar to execute for and on behalf of LIP such agreements, commitments, regulatory filings, permits, plans and other documents and to take such actions, as may be necessary for the performance of the services, which delegation of authority shall include the right to further delegate such authority to others.

Equistar does not bear the risk of loss for the plant facilities or other property of LIP. Equistar will obtain all permits required to render the services by Equistar in the name of LIP, unless required otherwise in terms of the law. LIP will grant Equistar during the term of the agreement, an irrevocable, royalty-free,non-exclusive and non-assignable licence to use any intellectual property rights of LIP solely as required for the purpose of Equistar performing the services to LIP. LIP will own all intellectual property created, developed, conceived, and/or reduced to practice in connection with the agreement, the operations of the plant facilities, and the services.
Equistar will not permit any lien to be filed or otherwise imposed on any part of the plant facilities as a result of the performance of the services or its engagement or employment of any subcontractor for the performance of the services. Equistar will in each financial year, prepare and deliver to LIP proposed operating and maintenance expenses and capital expenditures for the next financial year. If Sasol Chemicals does not agree with the proposed operating and maintenance capital expenditures provided by Equistar, then the matter will be referred to the relevant resolution processes involving senior executive members of Sasol Chemicals and Equistar. Equistar will deliver to the members of LIP (being Sasol Chemicals and LyondellBasell Offtake) a capital call notice once per month to cover projected costs and expenses of LIP for the following month and for prior months to the extent not covered by previously called capital, as well as to cover costs and expenses of LIP not foreseen at the time of the regular monthly capital call.

6.7 The Employee Matters Agreement

In terms of the Employee Matters Agreement certain dedicated employees of the Target Business and certain other available employees of Sasol Chemicals and its affiliates required to operate the Target Business will be offered employment by LyondellBasell Offtake. LyondellBassel Offtake will, not less than 20 days prior to the Effective Date, identify certain dedicated employees of the Target Business and any other available employees of Sasol Chemicals and its affiliates required to operate the Target Business, to whom it wishes to make offers of employment.
LyondellBassel Offtake will not have an obligation to make offers of employment to certain of the available employees of Sasol Chemicals and its affiliate identified in terms of the agreement. Any available

employees of Sasol Chemicals and its affiliate who did not receive offers of employment from LyondellBassel Offtake will, if Sasol Chemicals no longer has a role for such employee, be retrenched by Sasol Chemicals. If the termination of such employment takes place within forty-five days of the Effective Date, LyondellBasell Offtake or its affiliate will reimburse Sasol Chemicals for 50% of the severance costs incurred by Sasol Chemicals in relation to the retrenchment of those employees.

7. DESCRIPTION OF THE BUSINESS OF SASOL AND ITS MAJOR SUBSIDIARIES AND THE FUTURE SASOL STRATEGY

Sasol Business and its Major Subsidiaries
1. Sasol is an international integrated chemicals and energy company that leverages technologies and the expertise of over 30 000 people working in 30 countries. Sasol uses selected technologies to source, manufacture and market chemical and energy products globally. Sasol's integrated value chains are centred around gas-to-liquids,coal-to-liquids and chemical processes.
2. Sasol is the ultimate holding company of the Sasol Group structured as follows:
3. 1. Sasol Investment Company Proprietary Limited which is a wholly-owned Subsidiary incorporated in South Africa and primarily holds interests in Subsidiaries incorporated outside of South Africa, including Sasol European Holdings Limited (United Kingdom), Sasol Wax International GmbH (Germany), Sasol (USA) Corporation (US), Sasol Financing USA LLC (US), Sasol Holdings (Asia Pacific) Proprietary Limited (South Africa), Sasol Chemical Holdings International Proprietary Limited (South Africa), Sasol Canada Holdings Limited (Canada) and their respective Subsidiaries;
  2. Sasol Financing Limited, a wholly-owned Subsidiary incorporated in South Africa, which is responsible for the management of cash resources and investments in the Sasol Group;
  3. Sasol South Africa Limited, which is a majority owned Subsidiary incorporated in South Africa and primarily conducts Sasol's operations in South Africa; and
  4. a number of other Subsidiaries incorporated in South Africa, including Sasol Oil Proprietary Limited, Sasol Mining Holdings Proprietary Limited, Sasol Gas Proprietary Limited, Sasol Middle East and India Proprietary Limited and Sasol Africa Proprietary Limited, which hold Sasol's interests and conduct operations in South Africa, and other parts of Africa and the Middle East.
4. As at the Last Practicable Date, Sasol's Major Subsidiaries are Sasol Chemicals, Sasol (USA) Corporation, Sasol South Africa Limited and Sasol Oil Proprietary Limited.
The Future Sasol Strategy
1. The Future Sasol Strategy is a key enabler to reposition the Company. It entails a reset of the strategy, implementing a new operating model to enhance cash flows and improving the global cost competitiveness and business structure.

The Company will focus on two core businesses - Chemicals and Energy
- with a much leaner corporate centre. This will remove duplication and cost and Sasol believes will allow the business to be more agile, more innovative and focused on optimising its strong market positions, leveraging its proprietary technology and creating shared value with customers across the globe. As a consequence of this strategic shift, Sasol has discontinued all oil growth activities in West Africa.
Chemicals:

1. The Chemicals business will focus on its activities in specialty chemicals where it has differentiated capabilities and strong market positions, which can be expanded over time.
2. Sasol's specialty products focus on chemicals in the organics, advanced materials and wax value chains. Sasol produces a portfolio of differentiated value-added chemicals, which tend to serve as ingredients. These ingredients provide key value add to end-products and tend to be used in attractive end-markets that benefit from positive macro-trends such as detergents, cosmetics, pharmaceuticals, inks, paints, coatings, electronics, skin treatments, flavours and fragrances.
3. The portfolio's diverse applications provide a level of diversification in the face of economic headwinds for specific sectors. Production for these chemicals uses a number of proprietary technologies and benefits from globally diversified production, capable of delivering efficient, sustainable and cost-effective support to customers.
Energy:
1. The Energy business will comprise the Southern African portfolio and associated assets.
2. In future the Energy business will focus on improving cash flows and returns from these well-invested assets with its proven, integrated value chain.
3. The business will also pursue GHG emission reduction through focus on gas as a key feedstock and renewables as a secondary energy source. This will be a key enabler to achieve Sasol's aspirations
  in a shift to a lower carbon economy in 2030 and beyond.
Corporate Centre:
1. The more focused portfolio allows Sasol to adopt a new operating model with a much leaner corporate centre.
2. In future, each business will be accountable for its own profit and loss, management of resources and capabilities. The corporate centre will focus on setting strategic boundaries, allocating capital, fostering synergies and integrating activities.
3. Sasol has already taken the first steps towards this operating model by changing the size and roles of the executive management team, reducing the permanent executive team by 25%. This will result in reductions across the labour force in consultation with employee unions and representatives.

The culture of the Future Sasol Strategy will be one that is both diverse and inclusive and helps employees realise their full potential while also improving social advancement in host communities and fostering stronger stakeholder relationships. The Company will also advance sustainability and product innovation to reduce environmental impacts. Consistent with this objective the Company remains committed to achieve a 10% reduction of its GHG emissions in South Africa by 2030 and has published a roadmap to achieve this target in its 2020 Climate Change Report.
Sasol believes that this strategy can improve the long-term outlook for a number of reasons including:
1. enhancing cash flows from existing operations through margin improvements, optimisation of capital expenditure and capacity utilisation;
2. disposal of assets which dilute the Sasol group's returns over the long term; and
3. a lean and agile corporate centre.
Detailed further work is currently under way in relation to the organisational design and implementation of the Future Sasol Strategy and further detail is expected to be provided to Sasol Shareholders before the end of 2020.

8. FINANCIAL INFORMATION ON THE TRANSACTION

In terms of the Listings Requirements, a Category 1 transaction requires the disclosure of historical financial information and pro forma financial information showing the effects of the Transaction on the Company's consolidated statement of financial position and consolidated income statement and statement of other comprehensive income.

8.1 Pro Forma Financial Information on the Transaction

The Pro Forma Financial Information is set out in Annexure A of this Circular and is presented in accordance with the provisions of the Listings Requirements and the Guide on Pro Forma Financial Information issued by the South African Institute of Chartered Accountants. The Pro Forma Financial Information, including the assumptions on which it is based and the financial information from which it has been prepared, is the responsibility of the Board.
The accounting policies used in the preparation of the Pro Forma Financial Information is compliant with IFRS and are consistent with those applied in the published annual financial statements of Sasol for the year ended 30 June 2020.
It has been assumed, for purposes of the Pro Forma Financial Information, that the Transaction took place with effect from 1 July 2019 for purposes of presenting the pro forma financial effects on the pro forma consolidated income statement and statement of other comprehensive income and as at 30 June 2020 for purposes of presenting the pro forma financial effects on the pro forma consolidated statement of financial position.
The Pro Forma Financial Information is the responsibility of the Directors and has been prepared for illustrative purposes only, to provide information on how the Transaction may affect the financial position of Sasol, and may not, because of its nature, fairly present Sasol's financial

position, changes in equity and results of its operations or cash flows, nor the effect and impact of the Transaction going forward.

8.2 Accounting treatment of the Transaction

Sasol Chemicals will dispose of the LIP Transfer Assets to LIP, where after Sasol Chemicals will dispose of the Sale Interest and certain of the Transfer Contracts to the LyondellBasell Group. LIP is a newly formed entity and the asset transfer will take place after shareholder approval is obtained.
Sasol classified certain assets and liabilities pertaining to the Target Business as assets and liabilities as disposal groups held for sale for purposes of presenting the audited published annual financial statements of Sasol for the year ended 30 June 2020. For accounting purposes and for purposes of presenting the Pro Forma Financial Information, 100% of this disposal group is derecognised in order to account for the disposal of the LIP Transfer Assets and the disposal of the Sale Interest. Sasol Chemicals' 50% interest in LIP will be accounted for as a joint operation and Sasol Chemicals' share of assets and liabilities held jointly, revenue from the sale

of its share of output and expenses will be reflected within the results of Sasol going forward in terms of IFRS 11 'Joint Arrangements'.

8.2.3 At a high level, following the creation of LIP and subsequent to the disposal of the Sale Interest and following the implementation of the Transaction Material Agreements, the accounting treatment from

a Sasol Group perspective can be summarised as follows:

Sasol Chemicals will recognise revenue based on all of its attributable merchant ethylene and co-products and LLDPE and LDPE products produced by LIP. Equistar will market and sell its products and Sasol Chemicals LLDPE and LDPE produced by LIP based on the amount of such products as received by each of Sasol Chemicals and Equistar from LIP. Each party independently controls third party sales of merchant ethylene and co-products; and
Each of Sasol Chemicals and LyondellBasell Offtake will on the Effective Date, conclude Tolling Agreements Term Sheets with LIP pursuant to which each of them will supply LIP with their respective ethane and other feedstock which LIP will process into ethylene and polyethylene products. Those products will be allocated to each of Sasol Chemicals and LyondellBasell Offtake in an amount corresponding to each such party's interest in LIP (subject to reduction if a party does not provide ethane and other feedstock in proportion to such party's ownership interest in LIP). Each of Sasol Chemicals and LyondellBasell Offtake will pay LIP a fee for processing the ethane and other feedstock into

ethylene, polyethylene and/or other required products, which fee is determined on a cost recovery basis having regard to each of Sasol Chemicals' and LyondellBasell Offtake's share of LIP's fixed and variable monthly operating costs. Sasol Chemicals will present its share of assets and liabilities held jointly, revenue from the sale of its 50% share of output and expenses incurred by LIP.

8.2.4 It should be noted that the Pro Forma Financial Information does not include the earnings effects of certain agreements and Transaction Material Agreements as the impact of such agreements cannot be reliably

determined and is not factually supportable as at the Last Practicable Date prior to the issue of the Circular and consequently the Pro Forma Financial Information should be read with caution. This relates to:

The Employee Matters Agreement
1. Going forward, certain employees of Sasol Chemicals pertaining to the Target Business will be employed by LyondellBassel Offtake. These employees have not yet been identified and consequently certain employees of Sasol Chemicals pertaining to the Target Business may not be offered employment by LyondellBassel Offtake. Should this be the case, Sasol Chemicals and LyondellBasell Group will share any potential severance costs arising as a result of any potential retrenchments on a 50/50 basis.
2. Short-termincentive and long-term incentive benefits prescribed by Sasol's remuneration policy and various share schemes will apply for employees potentially receiving severance packages. This process has not commenced, and employees have not been identified.
Escrow Agreements
1. A portion of the Disposal Consideration will be held in escrow to cover certain potential liabilities, including in particular in the event that the LDPE unit and
  LIP Transfer Assets are not fully operational by the Effective Date as required in terms of the Membership Purchase Agreement. The amount has not yet been agreed and the parties will meet 30 days before the Effective Date to determine whether or not the escrow is required based on the operational performance
  of the Target Business at that time. If the escrow is required, the parties will at that time determine the escrow amount required. Sasol does not foresee this exceeding USD130 million but should be considerably lower as Sasol expects that the start up of the units will be completed well in advance of the six months period covered under the escrow. (Refer to paragraph 3.2.5 on page 20 of this Circular). Should the LDPE unit and LIP Transfer Assets not be fully operational by the Effective Date the escrow amount would be reduced on a monthly basis, proportionately over six months until such time as the units reach agreed operational performance metrics. Should this be the case the Disposal Consideration assumed for purposes of
  the Pro Forma Financial Information would reduce accordingly.

8.2.5 The table below sets out the pro forma financial effects of the Transaction on, inter alia, Sasol's basic and diluted loss per share, headline and diluted headline loss per share, net asset value per share and net tangible asset value per share based on the audited published annual financial statements of Sasol for the year ended 30 June 2020.

			Pro forma
		Before	after the	%
Per share information		Transaction1	Transaction2	change

Basic loss per share3	Rand	(147,45)	(122,21)	17,1
Diluted loss per share
(DEPS)3,4	Rand	(147,45)	(122,21)	17,1
Headline loss per share3	Rand	(11,79)	(3,77)	68,0
Diluted headline loss per
share (DHEPS)3, 4	Rand	(11,79)	(3,77)	68,0
Total number of shares in
issue	Million	632,3	632,3	-
Weighted average number
of shares in issue	Million	617,9	617,9	-
Diluted weighted average
number of shares in issue4	Million	622,3	622,3	-
Net asset value per share3	Rand	247,76	245,71	(0,8)
Net tangible asset value
per share3	Rand	243,27	241,08	(0,9)

Notes and assumptions:

1. 1. The "Before Transaction" column is based on the audited published annual financial statements of Sasol for the year ended 30 June 2020.
  2. The "Pro Forma after the Transaction" column reflects the impact of the pro forma adjustments as a consequence of the Transaction.
  3. The effects on basic and diluted loss and headline and diluted headline loss per share are calculated on the basis that the Transaction was effective on 1 July 2019, while the effects on net asset value and net tangible asset value per share are calculated on the basis that the Transaction was effective on 30 June 2020 for purposes of presenting the pro forma financial effects thereof on Sasol.
  4. Due to the net loss attributable to shareholders for the year ended 30 June 2020, the inclusion of the long-term incentive scheme and Khanyisa Tier 1 share options as potential ordinary shares had an anti-dilutive effect on the loss per share and were therefore not taken into account in the calculation of DEPS and DHEPS.
2. The detailed notes and assumptions to the pro forma financial effects are presented in Annexure A and the pro forma financial effects should be read in conjunction with the Sasol pro forma consolidated statement of financial position and the pro forma consolidated income statement and statement of other comprehensive income contained therein.
Independent Reporting Accountant's Assurance Report on the compilation of Pro Forma Financial Information
The Independent Reporting Accountant's assurance report on the Pro Forma Financial Information is set out in Annexure B of this Circular.
Historical Financial Information on the Target Business
1. The audited Combined Carve-out Historical Financial Information of the Target Business for the year ended 30 June 2020 and the reviewed Combined Carve-out Historical Financial Information of the Target Business for the years ended 30 June 2019 and 2018 as set out in Annexure C have been prepared in accordance with IFRS and should be read in conjunction with the basis of preparation contained therein. The Combined Carve-out Historical Financial Information on the Target Business is the responsibility of the Board.

8.4.2 In terms of paragraph 8.2(e) of the Listings Requirements, a report on the historical financial information of the subject matter of the Transaction ("Subject Matter") is required to be included in the Circular to Sasol Shareholders.

1. Notwithstanding that the Transaction only involves the disposal of the LIP Transfer Assets and certain of the Transfer Contracts, the Combined Carve-out Historical Financial Information on the Target Business includes certain assets, liabilities and costs excluded from the LIP Transfer Assets and consequently the Subject Matter on the basis that inter alia:
2. 1. the Combined Carve-out Historical Financial Information of the Target Business fairly presents and provide a true and fair view of the financial position and the financial performance and cash flows in terms of IFRS and in order to reflect the economic activities undertaken by the Target Business;
  2. the Pro Forma Financial Information presented in Annexure A to the Circular reflects the adjustments relating to the assets, liabilities and costs included for purposes of presenting the Combined Carve-out Historical Financial Information of the Target Business, but which are excluded from the LIP Transfer Assets and Subject Matter.
3. The Ruling was granted on the basis that, inter alia:
4. 1. the Combined Carve-out Historical Financial Information of the Target Business fairly presents and provide a true and fair view of the financial position and the financial performance and cash flows in terms of IFRS and in order to reflect the economic activities undertaken by the Target Business;
  2. the Pro Forma Financial Information presented in Annexure A to the Circular reflects the adjustments relating to the assets and liabilities included for purposes of presenting the Combined Carve-out Historical Financial Information of the Target Business, but which are excluded from the LIP Transfer Assets.
Independent Reporting Accountant's audit and review reports on the Combined Carve-out Historical Financial Information of the Target Business
The Independent Reporting Accountant's audit and review reports on the Combined Carve-out Historical Financial Information on the Target Business are set out in Annexure D and Annexure E, respectively of this Circular.

9. ADDITIONAL INFORMATION RELATING TO SASOL AND/OR LIP

Material contracts for LIP
Save for the Transaction Material Agreements, there are no other material contracts entered into either orally or in writing by LIP, being restrictive funding arrangements and/or contracts entered into otherwise than in the ordinary course of business, within the two years prior to the Last Practical Date or at any time containing an obligation or settlement that is material to LIP, as at the Last Practicable Date.

Material Contracts for Sasol Group
As at the Last Practicable Date, there are no material contracts entered into either orally or in writing by any member of the Sasol Group, being restrictive funding arrangements and/or, contracts entered into otherwise than in the ordinary course of business, within the two years prior to the Last Practical Date or at any time containing an obligation or settlement that is material to the Sasol Group.
Material Loans to Sasol
As at the Last Practicable Date, there are no material loans entered into by any member of the Sasol Group, in particular arising from the acquisition of assets by any member of the Sasol Group, other than borrowings outlined in note 6 on pages 164 to 166 (and pages 93 to 98) of the annual financial statements for the year ended 30 June 2020, incorporated herein by reference as set out in paragraph 11 on page 42 of this Circular.
Litigation and Legal Proceedings Statement relating to Sasol

As at the Last Practicable Date, there are no legal or arbitration proceedings, including proceedings that are pending or threatened, of which Sasol is aware, that may have or have had, in the twelve month period preceding the date of this Circular, a material effect on the financial position of the Sasol Group, other than litigation and legal proceedings outlined on pages 140 to 142 of the annual financial statements for the year ended 30 June 2020, incorporated herein by reference as set out in paragraph 11 on page 42 of this Circular, and Sasol's annual report for the year ended 30 June 2020 filed on Form 20-F. On 5 February2020, the US law firm Pomerantz LLP announced that it had filed in the United States District Court, Southern District of New York, a securities class action complaint on behalf of Chad Lindsey Moshell and other similarly placed persons, against Sasol Limited and five of its current and former executive directors. The complaint revolves around the LCCP and appears to be based entirely on Sasol's public disclosures from 10 March 2015 to 13 January 2020. On 4 May 2020, the Court appointed Mr. David Cohen as lead plaintiff. Sasol filed its Motion to Dismiss on 2 July 2020 and the hearing for the motion was held on 20 August 2020. The Motion to Dismiss was granted in part and denied in part. Any impact of the class action complaint cannot be reasonably estimated at this point in time, but it cannot be excluded that it may have a material adverse effect on our business, operating results, cash flows and financial condition. Save as stated in this paragraph, the status of the litigation and proceedings disclosed in the annual financial statements remain the same as at the date of the Circular.

Litigation and Legal Proceedings Statement for LIP
As at the Last Practicable Date, there are no legal or arbitration proceedings, including proceedings that are pending or threatened, of which Sasol is aware, that may have or have had, in the twelve month period preceding the date of this Circular, a material effect on the financial position of LIP.
Working Capital Statement
Having made due and careful enquiry as to the working capital requirements of the Sasol Group for the twelve months following the date of issue of this Circular, the Board is of the opinion that the working capital of the Sasol Group is sufficient for the current requirements of the Sasol Group and will be adequate for at least the next twelve months from the date of issue of this Circular. The Disposal will generate approximately USD2 billion, subject to closing adjustments, which will be used by Sasol to strengthen its financial position and to reduce
its overall existing debt, thereby contributing positively to its working capital requirements.

Material risks
As at the Last Practicable Date, there are no material risks facing the Sasol Group, its industry or its securities, other than the material risks outlined on pages 54 to 57 of Sasol's Integrated Report for the year ended 30 June 2020, incorporated herein by reference as set out in paragraph 11 on page 42 of this Circular,
and on pages 7 to 39 of Sasol's annual report for the year ended 30 June 2020 filed on Form 20-F.
Material Change
Save for the information contained in the announcement released on
17 August 2020, regarding the financial results of the Sasol Group for the year ended 30 June 2020 as well as the commentary thereon, there have been no material changes in the financial or trading position of the Sasol Group since the end of the last financial period, being 30 June 2020 and the Last Practicable Date.
Vendor
No material assets were acquired or proposed to be acquired by the Sasol Group during the three years preceding the Last Practicable Date.
Major Shareholders and Controlling Shareholders
Sasol has not had a controlling shareholder and, other than disclosed in the Circular, there have been no changes to the trading objects of the Sasol Group, during the previous five years. There have been no changes to the major shareholders of Sasol (see paragraph 11) between 30 June 2020 and the Last Practicable Date.
Directors

9.11.1 Directors interest in Sasol Shares

The direct and indirect interests of the Directors in Sasol Shares as at

30 June 2020 are incorporated herein by reference in paragraph 11 on page 42 of this Circular. The following Directors acquired Sasol Shares between the financial year ended 30 June 2020 and the Last Practicable Date:

	Sasol Shares	Total direct and
	acquired after	indirect interest as at
Name	30 June 2020	Last Practicable Date

F R Grobler	3 961	20 402
V D Kahla	4 557	4 557
P Victor	3 572	12 311

9.11.2 Directors' Interest in the Transaction

Other than as disclosed in this Circular, the Directors do not have any beneficial interest, whether direct or indirect, in the Disposal nor did they have any material interest in a transaction that was effected by Sasol during:

the current or immediately preceding financial year; or
an earlier financial year and remaining in any respect outstanding or unperformed.

9.12 Details of any service contracts of proposed Directors of Sasol

There will be no Directors proposed to be appointed as a result of the transaction contemplated in this Circular.

10. PRELIMINARY EXPENSES

The estimated expenses (excluding value added tax) that will be incurred by Sasol in respect of the Transaction contemplated in this Circular are approximately

R557,105 000 and include the following:

Advisor	Role	Rands

BofA Securities	Financial Advisor	136 366 000
Edward Nathan Sonnenbergs	Legal Advisors as to South African
Inc.	law	3 200 000
Latham & Watkins LLP	Legal Advisors as to United States
	law	88 139 000
Kean Miller LLP	Legal Advisors as to United States
	law	19 124 500
PricewaterhouseCoopers	Independent Reporting
Incorporated	Accountants	43 238 000
Deloitte	Carve-out Consultants	160 075 940
JSE Limited	JSE documentation fees	70 094
Ince	Printing, publication, distribution
	and advertising	9 567 300
KPMG	Tax Advisors	13 304 000
Various	Meeting administration	125 000
Other advisors	USA and SA communication
	advisor, real estate etc.	15 712 166
Centerview	Strategic advisor	66 520 000
Datasite	Virtual data room	1 663 000

Total		557 105 000

11. DOCUMENTS INCORPORATED BY REFERENCE

The following documents are incorporated into the Circular by reference in accordance with paragraph 11.61(b) of the JSE Listings Requirements and can be viewed and downloaded from Sasol's website at www.sasol.com.

	Description of the Document Incorporated
Item Narration	by Reference and Page Number

Sasol Shareholders, other than directors, who are directly or indirectly beneficially interested in 5% or more of the Sasol Shares.
The remuneration and benefits of Directors for the financial year ended 30 June 2020.

Page 19 of the annual financial statements for the year ended 30 June 2020 (see also paragraph 9.10 of this Circular).

Pages 36, 40, 41 and 45 of the annual financial statements for the year ended 30 June 2020.

	Description of the Document Incorporated
Item Narration	by Reference and Page Number

3. Directors' direct and indirect interest in Sasol Shares, and their associates, including directors who resigned in the last eighteen months.

Page 44 of the annual financial statements for the year ended 30 June 2020 (see also paragraph 9.11 of this Circular).

4. Material risks relating to Sasol, the industry/ies it is operating in and/ or the Sasol Shares.

Pages 54 to 57 of Sasol's Integrated Report for the year ended 30 June 2020 and pages 7 to 39 of Sasol's annual report for the year ended 30 June 2020 filed with the United States Securities and Exchange Commission on Form 20-F. As the date of this Circular, there has not been any material change to the material risks identified in the annual report.

DIRECTORS' RESPONSIBILITY STATEMENT
The Directors, whose names are listed on page 16 of this Circular, collectively and individually, accept full responsibility for the accuracy of the information contained in the Circular and certify that, to the best of their knowledge and belief that there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that the Circular contains all information required by law and the JSE Listings Requirements.
RECOMMENDATION
The Board having evaluated the Disposal (and the consequent creation of the Joint Venture), is of the opinion that the Disposal (and the consequent creation of the Joint Venture) is in the best interest of Sasol and unanimously recommends that Sasol Shareholders vote in favour of each of the Resolutions. Each Director owning Sasol Shares intends to vote those shares in favour of all Resolutions.
CONSENTS
Each of the advisors, whose names appear on the inside front cover of this Circular, have consented in writing to act in the capacities stated and to their names being stated in this Circular and have not withdrawn their consents prior to publication of this Circular.
GENERAL MEETING
1. The General Meeting of Sasol Shareholders to consider and, if deemed fit, pass with or without modifications the Resolutions set out in the Notice of General Meeting, will be held at 13:00 on Friday, 20 November 2020 entirely by electronic communication.
2. The Notice of General Meeting and a Form of Proxy for use by Certificated Shareholders, Dematerialised Nominee Shareholders and Dematerialised Shareholders with "Own Name" registration who are unable to Participate in the General Meeting is attached to this Circular. Certificated Shareholders, Dematerialised Nominee Shareholders and Dematerialised Shareholders with "Own Name" registration are encouraged to complete the Form of Proxy attached to this Circular if they do not intend to Participate in the General Meeting.

16. DOCUMENTS ACCESSIBLE ON THE SASOL WEBSITE

The following documents will not be available for inspection at the Sasol's registered offices, however, they will be accessible on the Sasol website: www.sasol.comfrom the date of this Circular (except if otherwise indicated below):

a signed copy of this Circular;
Sasol's audited annual financial statements for each of the three financial years ended 30 June 2018, 30 June 2019 and 30 June 2020;
Sasol's annual report on Form 20-F for the financial year ended 30 June 2020 filed with the United States Securities and Exchange Commission on 24 August 2020;
the Transaction Material Agreements (other than those portions of the Marketing Agreement and the Membership Interest Purchase Agreement) which are competitively sensitive);
Consent letters referred to in paragraph 14 on page 43 of this Circular;
the Sasol MOI and the memoranda of incorporation or constitutional documents of its Major Subsidiaries;
the Independent Reporting Accountant's audit report on the Combined Carve-out Historical Financial Information of the Target Business for the year ended
30 June 2020;
the Independent Reporting Accountant's review report on the Combined Carve-out Historical Financial Information of the Target Business for the years ended 30 June 2019 and 2018; and
the Independent Reporting Accountant's assurance report on the Compilation of the Pro Forma Financial Information.

On behalf of the Board

Paul Victor

2020-10-20 18:28:57 +02:00

I approve this document

P Victor

Authorised signatory

ANNEXURE A - PRO FORMA FINANCIAL INFORMATION

PRO FORMA FINANCIAL INFORMATION ON THE TRANSACTION

The tables below set out the Pro Forma Financial Information of the Transaction based on the audited published annual financial statements of Sasol for the year ended

30 June 2020. The Pro Forma Financial Information has been prepared for illustrative purposes only and because of its nature may not fairly present Sasol's financial position, changes in equity, results of operations or cash flows, nor the effect and impact of the Transaction going forward.

The Board is responsible for the compilation, contents and preparation of the Pro Forma Financial Information. Their responsibility includes determining that the Pro Forma Financial Information has been properly compiled on the basis stated, which is consistent with the accounting policies of Sasol and that the pro forma adjustments are appropriate for purposes of the Pro Forma Financial Information disclosed pursuant to the Listings Requirements.

The purpose of the Pro Forma Financial Information is to illustrate the impact of the Transaction had it been effective on 30 June 2020 for purposes of the pro forma consolidated statement of financial position and 1 July 2019 for purposes of the pro forma consolidated income statement and statement of other comprehensive income on

the assumptions set out below. All other assumptions used in the preparation of the Pro Forma Financial Information have been detailed in the notes thereto. The Pro Forma Financial Information presented below does not purport to be indicative of the financial results and effects of the Transaction had it been implemented on a different date.

The Pro Forma Financial Information has been prepared using accounting policies that comply with IFRS and that are consistent with those applied in the audited published annual financial statements of Sasol for the year ended 30 June 2020. The Pro Forma Financial Information is presented in accordance with the Listings Requirements and the Guide on Pro Forma Financial Information issued by the South African Institute of Chartered Accountants.

The pro forma consolidated statement of financial position as at 30 June 2020 and the pro forma consolidated income statement and statement of comprehensive income for the year then ended, should be read in conjunction with the Independent Reporting Accountant's report thereon contained in Annexure B.

PRO FORMA CONSOLIDATED INCOME STATEMENT AND STATEMENT OF OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2020

The pro forma consolidated income statement and statement of other comprehensive income below presents the effects of the Transaction on the audited published annual financial statements of Sasol for the year ended 30 June 2020 on the assumption that the Transaction was effective on 1 July 2019.

			Reclassifi-
			cation,
			consolida-
			tion and
			pro forma
			adjustments		Impact of
		Reversal of	due to certain		proportion-
		combined	assets and		ate
		carve out	liabilities being		consolida-		Interest	Impact of
		results of	excluded from		tion of	Impact of	saving	Transaction	Other	Pro Forma
	Before	the Target	the LIP Transfer	Profit on	the Target	Transfer	and debt	Material	pro forma	after the
	Transaction	Business	Assets	Disposal	Business	Contracts	repayment	Agreements	adjustments	Transaction
Notes	1	2	3	4	5.1	5.2	6	7	8
PRO FORMA CONSOLIDATED INCOME STATEMENT
AND STATEMENT OF OTHER COMPREHENSIVE
INCOME	Rm	Rm	Rm	Rm	Rm	Rm	Rm	Rm	Rm	Rm

Turnover	190 367	(9 477)	2 904		3 287			333		187 414
Materials, energy and consumables used	(90 109)	6 480	(2 165)		(2 157)			(17)		(87 968)
Selling and distribution costs	(8 388)	957	(63)		(447)			(173)		(8 114)
Maintenance expenditure	(10 493)	282	(63)		(110)					(10 384)
Employee-related expenditure	(30 667)	565	(126)		(220)				(4)	(30 452)
Exploration expenditure and feasibility costs	(608)									(608)
Depreciation and amortisation	(22 575)	2 322	(424)		(949)	53				(21 573)
Other expenses and income	(27 376)	3 781	(203)	-	(1 789)	-	3 258	91	(956)	(23 194)

Translation gains/(losses)	(6 542)						3 258			(3 284)
Other operating expenses and income	(20 834)	3 781	(203)		(1 789)			91	(956)	(19 910)

Equity accounted profits, net of tax	(347)									(347)
Operating (loss)/profit before remeasurement
items	(196)	4 910	(140)	-	(2 385)	53	3 258	234	(960)	4 774
Remeasurement items	(110 834)	27 034	(26 799)	10 154	(118)					(100 563)

(Loss)/Earnings before interest and tax (EBIT)	(111 030)	31 944	(26 939)	10 154	(2 503)	53	3 258	234	(960)	(95 789)
Finance income	922									922
Finance costs	(7 303)	3 970	(3 970)			28	812			(6 463)

(Loss)/Earnings before tax	(117 411)	35 914	(30 909)	10 154	(2 503)	81	4 070	234	(960)	(101 330)
Taxation	26 139			366		(19)	(210)	(52)	(572)	25 652

(Loss)/Earnings for the year	(91 272)	35 914	(30 909)	10 520	(2 503)	62	3 860	182	(1 532)	(75 678)
Attributable to
Owners of Sasol Limited	(91 109)	35 914	(30 909)	10 520	(2 503)	62	3 860	182	(1 532)	(75 515)
Non-controlling interests in subsidiaries	(163)									(163)

	(91 272)	35 914	(30 909)	10 520	(2 503)	62	3 860	182	(1 532)	(75 678)

			Reclassifi-
			cation,
			consolidation
			and pro forma
			adjustments		Impact of
		Reversal of	due to certain		proportion-
		combined	assets		ate
		carve out	and liabilities		consolida-		Interest	Impact of
		results of	being excluded		tion of	Impact of	saving	Transaction	Other	Pro Forma
	Before	the Target	from the LIP	Profit on	the Target	Transfer	and debt	Material	pro forma	after the
Notes	Transaction	Business	Transfer Assets	Disposal	Business	Contracts	repayment	Agreements adjustments	Transaction
1	2	3	4	5.1	5.2	6	7	8	Rm
Other comprehensive income, net of tax	Rm	Rm	Rm	Rm	Rm	Rm	Rm	Rm	Rm

Items that can be subsequently reclassified to	24 123	-	-	(11 745)	-	-	-	-	-	12 378
the income statement
Effect of translation of foreign operations	26 720									26 720
Effect of cash flow hedges	(2 192)									(2 192)
Fair value of investments available-for-sale	-									-
Foreign currency translation reserve on disposal of
business reclassified to the income statement	(801)			(11 745)						(12 546)
Tax on items that can be subsequently reclassified
to the income statement	396									396
Items that cannot be subsequently reclassified	(205)	-	-	-	-	-	-	-	-	(205)
to the income statement
Remeasurement on post-retirement benefit
obligation	(147)									(147)
Fair value of investments through other
comprehensive income	(112)									(112)
Tax on items that cannot be subsequently
reclassified on the income statement	54									54
Total comprehensive (loss)/income for the year	(67 354)	35 914	(30 909)	(1 225)	(2 503)	62	3 860	182	(1 532)	(63 505)
Attributable to
Owners of Sasol Limited	(67 220)	35 914	(30 909)	(1 225)	(2 503)	62	3 860	182	(1 532)	(63 371)
Non-controlling interests in subsidiaries	(134)									(134)
(Loss)/earnings for the year - attributable of	(67 354)	35 914	(30 909)	(1 225)	(2 503)	62	3 860	182	(1 532)	(63 505)
(91 109)									(75 515)
owners of Sasol Limited	35 914	(30 909)	10 520	(2 503)	62	3 860	182	(1 532)
Add back: Remeasurement items	110 834	(27 034)	26 799	(10 154)	118					100 563
Add back: Tax on remeasurement items and non-	(27 010)									(27 376)
controlling interest			(366)
Headline earnings for the year	(7 285)	8 880	(4 110)	-	(2 385)	62	3 860	182	(1 532)	(2 328)
BASIC (LOSS)/EARNINGS PER SHARE (Rand)	(147,45)									(122,21)
DILUTED (LOSS)/EARNINGS PER SHARE (Rand)	(147,45)									(122,21)
HEADLINE (LOSS)/EARNINGS PER SHARE (Rand)	(11,79)									(3,77)
DILUTED HEADLINE (LOSS)/EARNINGS PER SHARE	(11,79)									(3,77)
(Rand)
TOTAL NUMBER OF SHARES IN ISSUE (million)	632,3									632,3
WEIGHTED AVERAGE NUMBER OF SHARES (million)	617,9									617,9
DILUTED WEIGHTED AVERAGE NUMBER OF	622,3									622,3
SHARES (million)

Notes and assumptions:

The "Before Transaction" Sasol information has been extracted from the audited published annual financial statements of Sasol for the year ended 30 June 2020.
The financial information forming the basis of the "Reversal of combined carve out results of the Target Business" has been extracted, without adjustment, from the audited Combined Carve-out Historical Financial Information of the Target Business for the year ended 30 June 2020, attached as Annexure C to this Circular (with the Independent Reporting Accountant's audit report on such information contained in Annexure D to this Circular). The Combined Carve-out Historical Financial Information of the Target Business has been converted from USD, being the functional currency of the Target Business, to Rand at an average exchange rate of R15,69/US$1, being the average exchange rate applied for purposes of preparing the audited published annual financial statements of Sasol for the year ended 30 June 2020. Further information on the basis of preparing the Combined Carve-out Historical Financial Information of the Target Business is contained in Annexure C of this Circular.
The Combined Carve-out Historical Financial Information of the Target Business has been prepared on the basis that the Target Business has operated as a separate entity and therefore includes transactions between the Target Business and the Retained Business which should be reclassified (refer "Reclassification adjustments" below)
or reversed (refer "Consolidation and other pro forma adjustments" below) for purposes of presenting the Pro Forma Financial Information to reflect that the Target Business will be operating as a tolling manufacturer for the Joint Venture Partners. Furthermore, certain assets and liabilities assigned to the Target Business are excluded from the LIP Transfer Asset and the Pro Forma Financial Information is adjusted accordingly. These adjustments are based on working papers underlying the audited Combined Carve-out Historical Financial Information of the Target Business and have been converted from USD to Rand at an average exchange rate of R15,69/US$1, being the average exchange rate applied for purposes of preparing the audited published annual financial statements of Sasol for the year ended 30 June 2020.

Reclassification adjustments

Turnover

Materials, energy and consumables used Maintenance expenditure

Employee related expenditure Depreciation and amortisation Other expenses and income

Operating (loss)/profit before remeasurement items

Consolidation and other pro forma adjustments

Selling and distribution costs and Other expenses

Remeasurement items

Finance cost

As disclosed in the notes accompanying the Combined Carve-out Historical Financial Information of the Target Business, turnover and costs recognised by the Target Business includes related party sales, other product transfers and costs in relation to ethylene and utilities.

Going forward and for purposes of presenting the Pro Forma Financial Information of Sasol, these related party sales, other product transfers and costs will not be recognised on a gross basis by the Target Business

as the Target Business will be operating as a tolling manufacturer for the Joint Venture Partners.

Intercompany selling and distribution costs recognised by the Target Business is reversed on the basis of these costs being reflected by Sasol Chemicals and consequently within the audited published annual financial statements of Sasol for the year ended

30 June 2020. Selling and distribution costs recognised by the Target Business amounted to US$7 million for the year ended 30 June 2020 and US$1 million for the year ended 30 June 2019 (no such costs were recognised for the year ended 30 June 2018). Going forward, these costs will continue to be incurred by Sasol Chemicals.

An impairment totaling R72,6 billion (US$4,2 billion) on the disposal group held for sale was accounted for in the audited published annual financial statements of Sasol for the year ended 30 June 2020. The impairment of

R26,8 million (US$1,7 billion) reflected by the Combined Carve-out Historical Financial Information of the Target Business is reversed on the basis of the impairment being reflected within the audited published annual financial statements of Sasol for the year ended 30 June 2020.

Long- and short-term debt allocated to the Target Business as reflected by the Combined Carve-out Historical Financial Information of the Target Business is excluded from the LIP Transfer Assets. Accordingly, finance costs are reversed for purposes of presenting the Pro Forma Financial Information.

2 904 (2 165)

(63)

(126)

(424)

(126)

(140)

(26 799)

(3 970)

4.	The once-off profit on the Disposal is set out below. The profit on the Disposal has been	determined	using
	the Disposal Consideration and the net asset value of the Target Business as if the Transaction occurred on
	30 June 2020 (refer to note 5 of the pro forma consolidated statement of financial		position for the accompanying
	calculations and assumptions). Unless otherwise stated, the pro forma adjustments have been converted from
	USD to Rand at a closing exchange rate of R17,33/US$1 being the closing exchange rate applied for purposes of
	preparing the audited published annual financial statements of Sasol for the year	ended	30 June 2020.
				US$m	Rm

	Adjusted Disposal Consideration (refer to note 5 of the pro forma
	consolidated statement of financial position)			1 950	32 428
	less: Net asset value of 50% of the Target Business			(1 963)	(34 019)
	50% of the reported net asset value per the Combined Carve-out Historical

	Financial Information of the Target Business			(949)	(16 454)
	50% of the reported long- and short-term debt per the Combined Carve-out
	Historical Financial Information of the Target Business			2 928	50 750
	50% of trade and other receivable per the Combined Carve-out Historical Financial
	Information of the Target Business excluded from the LIP Transfer Assets			(54)	(936)
	50% of trade and other payables per the Combined Carve-out Historical Financial
	Information of the Target Business excluded from the LIP Transfer Assets			96	1 664
	50% of right of use assets and lease liabilities per the Combined Carve-out
	Historical Financial Information, representing Transfer Contracts transferred
	directly to LyondellBasell Group			(58)	(1 005)
	add: Realisation of cumulative foreign conversion translation effects based on the

	consolidation working papers underlying the audited published annual financial
	statements of Sasol for the year ended 30 June 2020				11 745

	Profit on Disposal				10 154

	Taxation (Taxation is adjusted to reflect the tax effects on the Disposal of the
	Target Business calculated at 23% being the current federal tax rate of Sasol
	Chemicals)				366

	Earnings after tax				10 520

5. In accordance with the Business Separation Agreement, Sasol Chemicals will transfer the LIP Transfer Assets to LIP and going forward, Sasol Chemicals' interest in LIP will be proportionately consolidated. These pro forma adjustments represent:

Revenue attributable to Sasol Chemicals based on all of its attributable merchant ethylene and co-products together with LLDPE and LDPE product produced by LIP;
The proportionate consolidation of operating costs; and
To account for the impact of Transfer Contracts.

The pro forma adjustments are based on 50% of the differential of the "Reversal of combined carve-out results of Target Business" and "Reclassification, consolidation and pro forma adjustments due to certain assets and liabilities being excluded from the LIP Transfer Assets" columns and assumes that the historical revenue and costs presented within the Combined Carve-out Historical Financial Information of the Target Business is reflective of revenue attributable to Sasol Chemicals and operating costs incurred by LIP.
The pro forma adjustments account for the impact of the Transfer Contracts. These adjustments are based on working papers underlying the audited Combined Carve-out Historical Financial Information of the Target Business and have been converted from USD to Rand at an average exchange rate of R15,69/US$1, being the average exchange rate applied for purposes of preparing the audited published annual financial statements of Sasol for the year ended 30 June 2020.

6. The net proceeds of R31 342 million (refer note 5 of the pro forma consolidated statement of financial position for the accompanying calculations and assumptions), are assumed to be applied to reduce Sasol's debt, specifically the Syndicated loan and a portion of the US$3,9 billion Revolving Credit Facility ("RCF"). The Pro Forma Financial Information is adjusted for:

• Actual translation gains and losses incurred totaling R3 258 million are reversed based on consolidation working papers underlying the audited published annual financial statements of Sasol Limited for the year ended 30 June 2020.

The resultant interest saving of R812 million (US$52 million) converted at an average exchange rate of R15,69/ US$1, being the average exchange rate applied for purposes of preparing the audited published annual financial statements of Sasol for the year ended 30 June 2020) has been calculated using an interest rate of 3,22%, being the average interest rate on the Syndicated loan for the year ended 30 June 2020, and 2,9% on the RCF, being the average interest rate on the RCF for the year ended 30 June 2020. The assumed taxation impact (calculated at an effective tax rate of 25.9%) on the interest saving is R210 million.

7. The following pro forma adjustments are accounted for pursuant to the Transaction Material Agreements. The pro forma adjustments are based on the relevant Transaction Material Agreements, including working papers underlying the audited Combined Carve-out Historical Financial Information of the Target Business for the year ended 30 June 2020. The pro forma adjustments have been converted from USD to Rand at an average exchange rate of R15,69/US$1, being the average exchange rate applied for purposes of preparing the audited published annual financial statements of Sasol for the year ended 30 June 2020:

	Pro forma	Earnings
	consolidated income	Impact
	statement line item	(before tax)
Basis of determination	adjusted	Rm

Operating Agreement (refer Circular paragraph 6.6 on page 31 of the Circular)
Hexene Supply Agreement (refer Circular - Annexure F)

50% of US$5 million, being the operating	Other operating	(39)
fee invoiced by LIP to Sasol Chemicals.	expenses and income
Supply of 100% of the hexene required by	Turnover	333

LIP from Sasol Chemicals. The adjustment is calculated based on Sasol Chemicals' 50% share of the historic volumes of hexene consumed by LIP, based on the working papers underlying the audited Combined Carve-out Historical Financial Information, adjusted for the anticipated transfer price contemplated by the Hexene Supply Agreement.

7.3 Hexene Supply Agreement	Reversal of the historic 3% mark down	Materials, energy and	(9)
(refer Circular - Annexure F)	in respect of internal Hexene consumed,	consumables used

based on the working papers underlying the audited Combined Carve-out Historical Financial Information.

7.4 Marketing agreement (refer Circular paragraph 6.4 on page 30 of the Circular.)

Marketing fee and Sasol Chemicals' 50%	Selling and	(173)
share of the lease costs related to the	distribution cost

wash bay and railcar leases reassigned to Equistar as a consequence of the Transfer Contracts.

7.5 Utilities term sheet	All utilities shall be supplied at cost,	Materials, energy and	(8)
	except that clarified water, demineralised	consumables used

water, steam, and cooling water are to be provided at cost + 3% based on the working papers underlying the audited Combined Carve-out Historical Financial Information.

7.6 Operating services term sheet (refer Circular - Annexure F)

This pro forma adjustment represents	Other operating	130
the recovery by Sasol Chemicals' of the	expenses and income

remaining 50% of the lease costs (related to KCS Sit Yard, other (i.e. shared assets) leases, and railcar leases remaining with Sasol Chemicals) from LIP. The adjustment is based on the working papers underlying the audited Combined Carve-out Historical Financial Information.

Earnings impact of Transaction Material Agreements (before tax)	234

Tax impact calculated an at assumed effective tax rate of 22%	(52)

Earnings impact of Transaction Material Agreements (after tax)	182

8. Other pro forma adjustments represent:

Assumed once-off transaction cost of R557 million (US$34 million) and once-off implementation cost of
R399 million (US$24 million), (USD denominated transaction and implementation cost have been converted at a closing exchange rate of R16,63/US$1, being the closing exchange rate as at the Last Practicable Date), are expected to be incurred as a direct result of the Transaction. These costs are assumed to be settled in cash shortly after the Effective Date. No tax effects have been assumed.

• In terms of the Employee Matters Agreement, certain employees of Sasol Chemicals and its affiliates will receive offers of employment to become employees of LyondellBasell Offtake. Accordingly, assumed once-off costs totaling R4 million incurred in connection with the early vesting/settlement in respect of transferring employees who participate in the Sasol Long-term Incentive Scheme are adjusted against employee-related expenditure. As discussed in paragraph 8.2.4 on page 37 of the Circular, we note that the Pro Forma Financial Information does not consider potential severance costs which may be incurred by Sasol. Tax amounting to R1 million based on the US federal and state tax rate is adjusted accordingly.

Tax is adjusted for the reversal of the actual deferred tax asset recognised by Sasol USA Corporation in connection with 50% of the Target Business. The subsidiaries of Sasol (USA) Corporation (including LIP) are disregarded entities for US federal and state income tax purposes. Therefore income tax is not applicable at a US individual entity level.

9. All adjustments have a recurring effect unless otherwise stated.

PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 30 JUNE 2020
The pro forma consolidated statement of financial	position below	presents the effects of the Transaction on the audited published annual financial statements	of Sasol for the year ended	30 June 2020
on the assumption that the Transaction was effective on 30 June 2020.
				Reclassifi-
				cation,
		Reversal		consolida-
		and		tion and
		reclassifi-		pro forma
		cation of		adjustments		Impact of
		assets and	Reversal of	due to certain		proportion-
		liabilities	combined	assets and		ate
		disclosed	carve out	liabilities being		consoli-
		as disposal	results	excluded from	Disposal	dation of	Impact of		Other	Pro Forma
	Before	groups held	of Target	the LIP Transfer	Considera-	the Target	Transfer	Debt	pro forma	after the
	Transaction	for sale	Business	Assets	tion	Business	Contracts	repayment	adjustments	Transaction
					5.1 - 5.3,
Notes	1	2	3	4	5.5, 5.6	6.1	6.2	5.4	7
PRO FORMA CONSOLIDATED STATEMENT OF
FINANCIAL POSITION	Rm	Rm	Rm	Rm	Rm	Rm	Rm	Rm	Rm	Rm

Assets
Property, plant and equipment	204 470	58 566	(66 790)	8 215		33 395				237 856
Right of use assets	27 802	1 255	(572)	(676)		572	(572)			27 809
Assets under construction	13 816	10 169	(3 535)	(6 637)		1 768				15 581
Goodwill and other intangible assets	2 800	363	(173)	(191)		86				2 885
Equity accounted investments	11 812									11 812
Other long-term investments	1 926									1 926
Post-retirement benefit assets	467									467
Long-term receivables and prepaid expenses	6 435		(312)			156				6 279
Long-term financial assets	-									-
Deferred tax assets	31 665				366					32 031

Non-current assets	301 193	70 353	(71 382)	711	366	35 977	(572)	-	-	336 646
Inventories	27 801	648	(1 265)	35		633				27 852
Tax receivable	5 419									5 419
Trade and other receivables	25 097		(1 872)		130		936			24 291
Short-term financial assets	645									645
Cash and cash equivalents	34 739				32 298			(31 342)	(956)	34 739

Current assets	93 701	648	(3 137)	35	32 428	633	936	(31 342)	(956)	92 946
Assets in disposal groups held for sale	84 268	(71 001)								13 267
Total assets	479 162	-	(74 519)	746	32 794	36 610	364	(31 342)	(956)	442 859

				Reclassifi-
		Reversal		cation,
		and		consolida-
		reclassifi-		tion and
		cation of		pro forma		Impact of
		assets and	Reversal of	adjustments due		proportion-
		liabilities	combined	to certain assets		ate
		disclosed	carve out	and liabilities		consoli-
		as disposal	results	being excluded	Disposal	dation of	Impact of		Other	Pro Forma
	Before	groups held	of Target	from the LIP	Considera-	the Target	Transfer	Debt	pro forma	after the
	Transaction	for sale	Business	Transfer Assets	tion	Business	Contracts	repayment	adjustments	Transaction
					5.1 - 5.3,
Notes	1	2	3	4	5.5, 5.6	6.1	6.2	5.4	7
	Rm	Rm	Rm	Rm	Rm	Rm	Rm	Rm	Rm	Rm

Equity and liabilities
Shareholders' equity	154 307		32 910	(101 259)	32 794	34 019	1 213		(956)	153 028
Non-controlling interests	4 941									4 941

Total equity	159 248	-	32 910	(101 259)	32 794	34 019	1 213	-	(956)	157 969

Long-term debt	147 511		(95 870)	95 870						147 511
Lease liabilities	15 825	2 197	(2 357)	156		2 357	(2 357)			15 821
Long-term provisions	21 857	40								21 897
Post-retirement benefit obligations	14 691									14 691
Long-term deferred income	842									842
Long-term financial liabilities	5 620		(17)			9				5 612
Deferred tax liabilities	20 450									20 450

Non-current liabilities	226 796	2 237	(98 244)	96 026	-	2 366	(2 357)	-	-	226 824

Short-term debt	43 468	188	(5 858)	5 667		225		(31 342)		12 348
Short-term provisions	2 202									2 202
Tax payable	665									665
Trade and other payables	35 757		(3 327)	312			1 508			34 250
Short-term deferred income	579									579
Short-term financial liabilities	4 271									4 271
Bank overdraft	645									645

Current liabilities	87 587	188	(9 185)	5 979	-	225	1 508	(31 342)	-	54 960
Liabilities in disposal groups held for sale	5 531	(2 425)								3 106

Total equity and liabilities	479 162	-	(74 519)	746	32 794	36 610	364	(31 342)	(956)	442 859
NET ASSET VALUE PER SHARE (Rand)	247,76									245,71
TANGIBLE NET ASSET VALUE PER SHARE (Rand)	243,27									241,08
TOTAL NUMBER OF SHARES IN ISSUE (million)	632,3									632,3

Notes and assumptions:

The "Before Transaction" Sasol information has been extracted from the audited published annual financial statements of Sasol for the year ended 30 June 2020.
Sasol classified certain assets and liabilities pertaining to the Target Business as assets and liabilities as disposal groups held for sale for purposes of presenting the audited published annual financial statements of Sasol for the year ended 30 June 2020 in terms of IFRS 5: Non-current Assets Held for Sale. This adjustment represents the reclassification of the assets and liabilities as disposal groups held for sale to the respective line items presented within the Sasol consolidated financial statements at 30 June 2020 based on the information disclosed within the audited published annual financial statements of Sasol for the year ended 30 June 2020 together with the working papers underlying the audited published annual financial statements of Sasol.
The financial information forming the basis of the "Reversal of the combined carve out results of the Target Business" adjustment is extracted, without adjustment, from the audited Combined Carve-out Historical Financial Information of the Target Business for the year ended 30 June 2020, attached as Annexure C to this Circular (with the Independent Reporting Accountant's Report on such information contained in Annexure D to this Circular). The Combined Carve-out Historical Financial Information of the Target Business has been converted from USD, being the functional currency of the Target Business to Rand at a closing exchange rate of R15,69/US$1, being the closing exchange rate applied for purposes of preparing the audited published annual financial statements of Sasol for the year ended 30 June 2020. Further information on the basis of preparing the Combined Carve-out Historical Financial Information of the Target Business is contained in Annexure C of this Circular.
The Combined Carve-out Historical Financial Information of the Target Business has been prepared on the basis that the Target Business has operated as a separate entity and therefore includes intercompany balances between the Retained Business and the Target Business which should be eliminated for purposes of presenting the Pro Forma Financial Information. Furthermore, the basis for presenting assets and liabilities as disposal groups
held for sale for purposes of the the audited published annual financial statements of Sasol for the year ended
30 June 2020 do not agree to the assets and liabilities presented for purposes of the Combined Carve-out Historical Financial Information. In addition, certain assets and liabilities assigned to the Target Business are excluded from the LIP Transfer Asset and the Pro Forma Financial Information is adjusted accordingly. The pro forma adjustments are based on working papers underlying the audited Combined Carve-out Historical Financial Information of the Target Business and have been converted from USD to Rand at an average exchange rate of R15,69/US$1, being the closing exchange rate applied for purposes of preparing the audited published annual financial statements of Sasol for the year ended 30 June 2020.

Reclassification and consolidation
related adjustments	Rm

Property, plant and equipment

Right of use assets

Assets under construction

Goodwill and other intangible assets Inventories

Lease liabilities Short-term debt

Trade and other payables

Long- and short-term debt excluded from the LIP Transfer Assets

Long-term debt

Adjustments relate to differences and reclassifications differences between the disposal groups held for sale in the audited published annual financial statements of Sasol for the year ended 30 June 2020 and the audited Combined Carve-out Historical Financial Information.

Intercompany payables reflected within the audited Combined Carve-out Historical Financial Information are reversed in order to reflect the external trade payables for purposes of presenting the Pro Forma Financial Information. The adjustment is based on the working papers underlying the audited Combined Carve-out Historical Financial Information.

Long- and short-term debt is excluded from the LIP Transfer Assets. The Pro Forma Financial Information is adjusted accordingly based on the audited Combined Carve-out Historical Financial Information.

8 215

(676)

(6 637) (191)

(156)

(35)

(312)

(95 870)

Short-term debt		(5 632)

Shareholders' equity	Net impact	(101 259)

5. The Disposal Consideration adjustments will be finalised based on the actual position on the closing date of the Transaction. For the purpose of the Pro Forma Financial Information, these adjustments have been calculated based on the financial position of the Target Business as at 30 June 2020. Unless otherwise stated, the pro forma adjustments have been converted from USD to Rand at a closing exchange rate of R15,69/US$1 being the closing exchange rate applied for purposes of preparing the audited published annual financial statements of Sasol for the year ended 30 June 2020.

The calculation of the assumed Disposal Consideration is set out below and assumes a closing exchange rate of R16,63/US$1 being the closing exchange rate as at the Last Practicable Date.

	US$m	Rm

Disposal Consideration (refer note 5.1)	2 000	33 260
less: Net Working capital adjustment (refer note 5.2)	(47)	(782)
less: Representations and Warranties insurance cost (refer note 5.3)	(3)	(50)
Adjusted Disposal Consideration	1 950	32 428
less: Settlement of transaction and implementation costs	(58)	(956)
less: Escrow account (refer note 5.1)	(7,5)	(130)

Net proceeds available to settle debt (refer 5.4)	1 885	31 342

A portion of the Disposal Consideration amounting to US$7,5 million will be held in escrow for a twelve- month period. Accordingly, cash and cash equivalents are adjusted by R32 298 million, being the Adjusted Disposal Consideration amounting to R32 428 million less R130 million, being the escrow, which has been adjusted for against as other receivable (refer to paragraph 6.1.4 on page 27 of the Circular)
The parties have agreed to a working capital price adjustment which would be deducted from the Cash Consideration.
Sasol Chemicals has given the LyondellBasell Group representations and warranties, customary for a transaction of this nature, including those relating to environmental issues, taxes and so forth. The LyondellBasell Group has taken up a buyer-side representation and warranty insurance policy to cover certain representations and warranties given by Sasol Chemicals in terms of the agreement, in case of a breach thereof. The insurance policy premiums will be borne by Sasol Chemicals and the LyondellBasell Group on an equal basis. Sasol's share is deducted from the Disposal Consideration.
The net proceeds of the transaction will be applied to reduce debt in accordance with the loan covenant amendment agreement. Sasol will repay the US$1 billion Syndicated loan and the remaining proceeds, US$880 million will be utilised to reduce the US$3,9 billion RCF.
Deferred tax is adjusted to reflect the tax effects on the disposal of the Target Business calculated at 23% being the current federal tax rate of Sasol Chemicals.
Shareholders' equity is adjusted by R32 794 million, based on the Adjusted disposal Consideration of R32 428 million adjusted for deferred tax of R366 million.

6. In accordance with the Business Separation Agreement, Sasol Chemicals will transfer the LIP Transfer Assets to LIP and going forward, Sasol Chemicals' interest in LIP will be proportionately consolidated. These pro forma adjustments represent:

The impact of the proportionate consolidation of the LIP Transfer Assets.
Right of use assets and lease liabilities will be assigned to the LyondellBasell Group as a consequence of the Transfer Contracts and the Pro Forma Financial Information is adjusted accordingly. Furthermore, while trade and other receivables and trade other payables are excluded from the LIP Transfer Assets, the Pro Forma Financial Information is adjusted on the basis that these balances reflected by the Combined Carve-out Historical Financial Information are indicative of the balances of Sasol Chemicals and/or the Target Business going forward.
The pro forma adjustments are based on 50% of the differential of the "Reversal of combined carve-out results of Target Business" and "Reclassification, consolidation and pro forma adjustments due to certain assets and liabilities being excluded from the LIP Transfer Assets" columns.

7. Other pro forma adjustments represent

Assumed once-off transaction cost of R557 million (US$34 million), and once-off implementation cost of R399 million (US$24 million), (USD denominated transaction and implementation cost have been converted at a closing exchange rate of R16,63/US$1, being the closing exchange rate as at the Last Practicable Date) are expected to be incurred as a direct result of the Transaction. These costs are assumed to be settled in cash shortly after the closing date. No tax effects have been assumed.

• In terms of the Employee Matters Agreement, certain employees of Sasol Chemicals and its affiliates will receive offers of employment to become employees of LyondellBasell Offtake. Accordingly, retained earnings and the share-based payment reserve are adjusted for assumed once off costs net of tax totaling R3 million incurred in connection with the early vesting/settlement in respect of transferring employees who participate in the Sasol Long-term Incentive Scheme, resulting in net Rnil impact on shareholders' equity. As discussed in paragraph 8.2.4 on pages 36 and 37 of the Circular, we note that the Pro Forma Financial Information does not consider potential severance costs which may be incurred by Sasol.

ANNEXURE B

INDEPENDENT REPORTING ACCOUNTANT'S ASSURANCE REPORT ON THE COMPILATION OF THE PRO FORMA FINANCIAL INFORMATION

To the Board of Directors of Sasol Limited

Report on the Assurance Engagement on the Compilation of Pro Forma Financial Information included in the Circular

We have completed our assurance engagement to report on the compilation of the pro forma financial information of Sasol Limited ("Sasol" or the "Company") by the directors. The pro forma financial information, as set out in paragraph 8 and Annexure A of the circular (the "Circular"), consists of the pro forma consolidated statement of financial position as at 30 June 2020, the pro forma consolidated income statement and statement of other comprehensive income for the year ended 30 June 2020 and related notes. The applicable criteria on the basis of which the directors have compiled the pro forma financial information are specified in the JSE Limited ("JSE") Listings Requirements and described in paragraph 8 and Annexure A of the Circular.

The pro forma financial information has been compiled by the directors to illustrate the impact of the proposed disposal and carve-out of assets from Sasol Chemicals (USA) LLC ("Sasol Chemicals"), a wholly owned subsidiary of Sasol, into Louisiana Integrated Polyethylene JV LLC, a company incorporated as a limited liability company in Delaware, United States of America as a wholly owned subsidiary of Sasol Chemicals ("LIP") which will hold the USA business of Sasol at the Lake Charles Property relating to the production of ethylene from ethane and the production of LLDPE and LDPE from the ethylene (which is part of the Base Chemicals Business) ("Target Business"), the disposal of a 50% equity interest in LIP and the effect of the implementation of the transaction material agreements (the "Proposed Transaction"). As part of this process, information about the Company's financial position and financial performance has been extracted by the directors from the Company's financial statements for the year ended 30 June 2020, on which an audit report has been published.

Directors' responsibility

The directors of the Company are responsible for compiling the pro forma financial information on the basis of the applicable criteria specified in the JSE Listings Requirements and described in paragraph 8 and Annexure A of the Circular.

Our independence and quality control

We have complied with the independence and other ethical requirements of the Code of Professional Conduct for Registered Auditors, issued by the Independent Regulatory Board for Auditors' (IRBA Code), which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour. The IRBA Code is consistent with the corresponding sections of the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (including International Independence Standards).

The firm applies International Standard on Quality Control 1 and, accordingly, maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Reporting accountant's responsibility

Our responsibility is to express an opinion about whether the pro forma financial information has been compiled, in all material respects, by the directors on the basis of the applicable criteria specified in the JSE Listings Requirements and described in paragraph 8 and Annexure A of the Circular based on our procedures performed.

We conducted our engagement in accordance with the International Standard on Assurance Engagements (ISAE) 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus issued by the International Auditing and Assurance Standards Board. This standard requires that we plan and perform our procedures to obtain reasonable assurance about whether the pro forma financial information has been compiled, in all material respects, on the basis specified in the JSE Listings Requirements.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the pro forma financial information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the pro forma financial information.

The purpose of pro forma financial information is solely to illustrate the impact of a significant event or transaction on unadjusted financial information of the company as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the event or transaction would have been as presented.

A reasonable assurance engagement to report on whether the pro forma financial information has been compiled, in all material respects, on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the directors in the compilation of the pro forma financial information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:

the related pro forma adjustments give appropriate effect to those criteria; and
the pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information.

The procedures selected depend on our judgement, having regard to our understanding of the nature of the Company, the event or transaction in respect of which the pro forma financial information has been compiled, and other relevant engagement circumstances.

Our engagement also involves evaluating the overall presentation of the pro forma financial information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion
In our opinion, the pro forma financial information has been compiled, in all	material
respects, on the basis of the applicable criteria specified by the JSE Listings	Requirements
and described in paragraph 8 and Annexure A of the Circular.
PricewaterhouseCoopers Inc.
Director: Johan Potgieter
Registered Auditor
Johannesburg
16 October 2020

ANNEXURE C

COMBINED CARVE-OUT HISTORICAL FINANCIAL INFORMATION ON THE TARGET BUSINESS FOR THE YEARS ENDED 30 JUNE 2020, 2019, 2018

Background

The combined carve-out historical financial information (combined financial information) of the Target Business consists of certain assets, liabilities, revenue and expense transactions of Sasol Limited (Sasol). Specifically, the assets consist of one ethane cracker, two polyethylene units, and utility assets which are all engaged in the production of commodity chemicals at Sasol's Lake Charles, Louisiana Facility, all comprising the Target Business ("the Company"). Target Business did not historically constitute a separate legal entity. The combined financial information for Target Business was derived from the accounting records of Sasol for the years ended 30 June 2018 through 2020, which were prepared in accordance with IFRS. The combined financial information has been prepared for the purpose of presenting the financial position, results of operations, and cash flows of Target Business on a stand-alone basis. Certain assets, liabilities and expenses have been allocated within the combined financial information. The remaining assets, liabilities and expenses are directly attributable to the Target Business and have been included in the combined financial information.

Financial commentary

From 2019 through 2020, various Target Business assets reached beneficial operations and thus, historical results for the periods presented vary significantly. The financial results for the years presented are as follows:

Financial Year 2020

Turnover for the twelve months ended 30 June 2020 was $604 million which realised a loss before interest of $2,036 million. Revenue increased by $505 million from the previous year due to the Cracker West facility reaching beneficial operations in August 2019 and increased production volumes related to the linear low-density polyethylene ("LLDPE") unit operations. Gross margin increased by $140 million during the financial year 2020 due to the ramp-up of Cracker West, which was offset by an increase in materials, energy and consumables expenses, along with selling and distribution costs and other operating expenses and income, which increased to support the ramp-up of production at Cracker West and LLDPE. Finance costs of $327 million were incurred, of which $74 million was capitalised.

Debt borrowings increased by $1,084 million due to the issuance of two new debt instruments with related parties in FY20. The Company adopted IFRS 16 on 1 July 2019, which increased assets and liabilities by $81 million. Net transfers from the parent were $38 million at 30 June 2020.

Financial Year 2019

Turnover for the twelve months ended 30 June 2019 was $99 million which realised a loss before interest of $724 million. The linear low-density polyethylene ("LLDPE") unit reached beneficial operations in February 2019, in addition to various utility assets throughout the year. Gross margin recognised during financial year 2019 was $51 million. Increase in gross margin was offset by additional selling and distribution and other operating expenses and income to support the ramp-up of the LLDPE unit operations. Finance costs of $383 million were incurred, of which $262 million was capitalised.

Debt borrowings increased by $289 million. Externally held debt was retired in 2019 and replaced with related party debt. Net transfers from the parent were $1,8 billion at 30 June 2019.

Financial Year 2018

There was no turnover recognised in fiscal year 2018 as none of the Target Business assets had reached beneficial operations. Operating costs recognised for the twelve months ended 30 June 2018 amounted to $32 million.

Finance costs of $296 million were incurred, of which $268 million was capitalised. Debt borrowings increased $1,2 billion during the year.

Net transfers from the parent were $651 million at 30 June 2018.

Income statement for the year ended 30 June

		2020	2019	2018
		$m	$m	$m
	Note	(Audited)	(Reviewed)	(Reviewed)

Turnover	2	604	99	-
Materials, energy and consumables used	3	(413)	(48)	-
Selling and distribution costs		(61)	(11)	-
Maintenance expenditure		(18)	(10)	(8)
Employee-related expenditure	4	(36)	(17)	(3)
Depreciation and amortisation		(148)	(30)	(3)
Other expenses	5	(241)	(185)	(18)

Operating loss before remeasurement
items		(313)	(202)	(32)
Remeasurement items	7	(1 723)	(522)	(2 259)

Loss before interest		(2 036)	(724)	(2 291)
Finance costs	6	(253)	(121)	(28)

Loss for the year		(2 289)	(845)	(2 319)

The notes on pages 66 to 111 are an integral part of this combined financial information.

Statement of comprehensive income

for the year ended 30 June
	2020	2019	2018
	$m	$m	$m
	(Audited)	(Reviewed)	(Reviewed)

Loss for the year*	(2 289)	(845)	(2 319)
Other comprehensive (loss)/income
Items that can be subsequently reclassified to
the income statement

Effect of cash flow hedges**	-	(20)	59


Total comprehensive loss for the year	(2 289)	(865)	(2 260)

The loss for the year in FY19 includes a loss of $53,3 million within other expenses, relating to the reclassification of the accumulated losses on the swap from other comprehensive income to profit and loss on termination of the hedge relationship.
These amounts include the losses on the revaluation of the cash flow hedge pertaining to the interest rate swap. Refer to footnote 26 for further details on interest rate swaps.

The notes on pages 66 to 111 are an integral part of this combined financial information.

Statement of financial	position
at 30 June
			2020	2019	2018
			$m	$m	$m
		Note	(Audited)	(Reviewed)	(Reviewed)

Assets
Property, plant and equipment	12	3 854	1 725	60
Assets under construction		15	204	3 624	4 206
Right-of-use assets		1, 13	33	-	-
Intangible assets		14	10	7	-
Long-term prepaid expenses		16	18	22	22
Long-term financial assets		26	-	-	20

Non-current assets			4 119	5 378	4 308

Inventories		17	73	46	-
Trade and other receivables		18	108	49	-

Current assets			181	95	-

Total assets			4 300	5 473	4 308

Net parent investment and liabilities
Net parent investment			(1 899)	352	(578)

Total net parent investment			(1 899)	352	(578)

Long-term debt		10	5 308	4 773	4 479
Long-term lease liabilities		1, 11	136	15	17
Long-term financial liabilities	and	other	1
liabilities		26	1	-

Non-current liabilities			5 445	4 789	4 496

Short-term debt		10	549	-	5
Short-term lease liabilities		11	13	5	5
Trade and other payables		19	192	327	378
Short-term financial liabilities	26	-	-	2

Current liabilities			754	332	390

Total net parent investment and liabilities	4 300	5 473	4 308

The notes on pages 66 to 111 are an integral part of this combined financial information.

Statement of changes in net Parent investment

for the year ended 30 June
	Accumulated
	Other
	Comprehensive	Net Parent	Total
	Income	Investment	$m

Balance at 1 July 2017	(39)	1 070	1 031
Net loss	-	(2 319)	(2 319)
Change in hedge reserve	59	-	59
Transfers from Parent	-	651	651

Balance at 30 June 2018 (Reviewed)	20	(598)	(578)

Net loss	-	(845)	(845)
Change in hedge reserve	(20)	-	(20)
Transfers from Parent	-	1 795	1 795

Balance at 30 June 2019 (Reviewed)	-	352	352

Net loss	-	(2 289)	(2 289)
Transfers from Parent	-	38	38

Balance at 30 June 2020 (Audited)	-	(1 899)	(1 899)

The notes on pages 66 to 111 are an integral part of this combined financial information.

Statement of cash flows

for the year ended 30 June
		2020	2019	2018
		$m	$m	$m
	Note	(Audited)	(Reviewed)	(Reviewed)

Cash receipts from customers		545	50	-
Cash paid to suppliers and employees		(740)	(289)	(34)

Cash used in operating activities	21	(195)	(239)	(34)
Finance costs paid*	6	(26)	(99)	(125)

Cash used in operating activities		(221)	(338)	(159)

Additions to non-current assets		(596)	(1 461)	(1 520)

Additions to assets under construction	15	(409)	(1 379)	(1 426)
Decrease in capital project related		(187)
payables	19	(82)	(94)
Proceeds related to disposals and scrapings	8
5	-	-
Cash used in investing activities		(591)	(1 461)	(1 520)

Proceeds from long-term debt	10	234	2 466	1 031
Repayment of long-term debt	10	-	(2 459)	(3)
Payment of lease liabilities	11	(9)	(3)	-
Proceeds from short-term debt	10	549	-	-
Transfers from Parent		38	1 795	651

Cash generated by financing activities		812	1 799	1 679

Change in cash and cash equivalents		-	-	-
Cash and cash equivalents at the beginning		-
of year		-	-

Cash and cash equivalents at the end of
the year		-	-	-

Included in finance costs paid are the amounts capitalised to assets under construction. Refer to note 6.

The notes on pages 66 to 111 are an integral part of this combined financial information.

Notes to the combined financial information

1. Statement of compliance Overview and organisation

Target Business is composed of certain assets, liabilities, revenue and expense transactions of Sasol Chemicals USA, LLC ("SCUSA"), an entity incorporated in Delaware, United States of America, and a wholly owned subsidiary of Sasol USA Corporation ("SUSAC"). SUSAC, incorporated in the state of Delaware, United States of America, is a wholly owned indirect subsidiary of Sasol Limited ("Sasol" or "Parent"), incorporated in South Africa, which together with its subsidiaries comprises a group of companies (the "Group") based in Sandton, South Africa.

On 2 October 2020, Sasol announced its intent to enter into a strategic partnership with an external entity by selling a stake in certain of its North American operations, which represents the assets, liabilities, revenue and expense transactions, and various associated corporate activities that are either legally attributable to, or directly associated with certain SCUSA assets. The Target Business assets include an ethane cracker, two polyethylene units, and certain of Sasol's utility assets (used to supply Target Business and non- Target Business producing units with utilities such as steam, cooling water, demin water), all of which are engaged in the production of commodity chemicals as part of SCUSA's Lake Charles Chemical Project ("LCCP") (Sasol's largest facility in North America, acquired in 2001), collectively referred to as Target Business (the "Company").

Target Business did not historically exist as a reporting group or legal entity, and no separate financial information was prepared. For the purpose of presenting the historical performance of Target Business for the proposed sale of a stake in Target Business by Sasol, combined carve-out historical financial information ("combined financial information") has been prepared.

International Financial Reporting Standards ("IFRS") compliance

The combined financial information of Target Business is prepared in compliance with International Financial Reporting Standards ("IFRS") and Interpretations of those standards, as issued by the International Accounting Standards Board ("IASB"), the South African Institute of Chartered Accountants ("SAICA") Financial Reporting Guides as issued by the Accounting Practices Committee, Financial Reporting Pronouncements as issued by the Financial Reporting Standards Council, the JSE Limited ("JSE") Listings Requirements section 8.1 to 8.13.

In terms of the JSE Listings Requirements, the combined financial information of Target Business must be presented for at least three years up to and including the financial year immediately preceding the issue of a circular. For Target Business this would comprise the historical financial information for the financial years ended 30 June 2020, 30 June 2019 and 30 June 2018.

The combined financial information was approved for issue by the Sasol Board of Directors on 16 October 2020.

Basis of preparation

The combined financial information for Target Business was derived from the accounting records of Sasol for the years ended 30 June 2020, 2019, and 2018, which were prepared in accordance with IFRS. The combined financial information has been prepared for the purpose of presenting the financial position, results of operations, and cash flows of Target Business on a stand-alone basis.

As IFRS does not provide for specific requirements regarding the preparation of combined financial information, principles outlined in IAS 8 were used in the preparation of the combined financial information for inclusion in circulars. The combined financial information has consequently been prepared as a combination of the historical financial information recognised in the Sasol consolidated financial statements related to Target Business. The accounting polices utilised in the historical financial information are consistent with those applied by Sasol in its consolidated financial statements. The combined financial information is:

Presented in United States Dollars, rounded to the nearest million. SCUSA's functional and presentation currency is also in United States Dollars and is the entity from which this combined financial information is derived.
Prepared using the historic cost convention except certain items including derivative instruments, which are stated at fair value.
Prepared on the going concern basis.

The following principles and assumptions were applied in the preparation of the combined financial information:

Allocations

The combined income statement includes all revenues and costs directly attributable to the Company as well as an allocation of expenses from the Parent related to shared plant costs, centralised facilities, employee salaries and wages, administrative services, the fixed portion of utility costs, and management fees. The Parent allocates these costs to the Company using methodologies that management believes are appropriate and reasonable, including allocations on a pro-rata basis using net saleable production volumes, two-year average of the net carrying value of property, plant and equipment ("PP&E"), sales volume utility consumption and railcar count. Refer to the table below for additional detail on allocation methodologies. The basis for assumptions and estimates made with regard to the allocation of expenses were consistently applied in each reporting period. The Company operates most of the assets which provide utilities to the Company's assets, but also uses fire water, well water, control room and loading facilities and infrastructure from the Parent's utilities operations. As it relates to utilities, variable costs are specifically identifiable and are thus directly attributed to the Company. Fixed costs are not specifically identifiable and are thus allocated based on utility consumption and the net carrying value of PP&E.

Nature of allocated costs	Allocation methodology

Shared plant fixed costs	and related labour costs	Average of total PP&E/
(salaries and benefits),	and corporate functional	production volumes
costs
UO&I shared fixed costs	and related labour costs	Utilities consumption; average of
(specific to SCUSA's utilities operations)	total PP&E
Customer service and sales department support	Sales volume
Target Business producing assets (i.e. primary	Directly attributable to Target
ethane dome)		Business
Rail car management labour and contracted	Railcar Counts
services
Depreciation charge on shared assets	Average of total PP&E

The combined statement of financial position includes the attribution of certain assets and liabilities that have historically been held at SCUSA, but which are specifically identifiable or attributable to the Company, including receivables, PP&E, intangibles and leases. Assets and liabilities were determined to be specifically identifiable

or attributable to the Company if they directly support the Target Business or are obligations of Target Business.

Assets under construction balances have been allocated to Target Business using

a combination of specific identification of assets and estimated total project costs. For other balances such as inventory and trade and other payables, amounts have been allocated based on the net carrying value of PP&E, excluding land, and assets under construction, excluding land, as of the respective fiscal years, net saleable production volumes, and direct employee related expenses.

The Treasury function is maintained by Sasol. Accordingly, no cash, cash equivalents, or marketable securities have been attributed to the combined financial information. However, debt composed of term loans, bonds, and related party loans, interest expense, and finance costs directly attributable to the operations of the Company have been allocated based on the proportion of capital expenditures related to the construction of LCCP, including land, attributable to the Company for which the funding was obtained. To the extent external debt was historically hedged by SCUSA and qualified for hedge accounting, the derivatives and related costs have been allocated in the same manner as the debt and qualifies for hedge accounting within the combined financial information.

Related party transactions and balances

The Company's related party transactions consist of transferring ethylene from

a related party and selling ethylene and other downstream products to Sasol entities at cost. These transactions are considered to be settled in cash. Transactions with related parties include revenue transactions and cost allocations. Balances owed to or by Sasol entities include receivables from sales transactions, related party debt and associated interest, guarantee fees payable, and other miscellaneous payable balances. These have been disclosed as related party transactions and balances in the combined financial information. Transactions and balances occurring within the Target Business perimeter have been eliminated.

Impairment

The Company's non-financial assets, other than inventories, 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 intangible assets not yet in use and intangible assets with indefinite useful lives at each reporting date.

The Company's assets are part of the ethylene value chain and include an ethane cracker and two polyethylene units. Each of these are considered to be its own cash-generating unit (CGU). Some assets are an integral part of the value chain but are not capable of generating independent cash inflows 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. Utility assets are considered corporate assets and are allocated to the three CGUs based on average annual consumption or annual carrying value of net PP&E and assets under construction. Land is specifically identified for each CGU based on the acreage of the areas or buildings used by the producing units. Any common land or land that has corporate assets is allocated to each of the CGUs based on the overall land split by acreage for the CGUs. Costs incurred by the corporate assets 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 unit to which the corporate asset belongs.

Net Parent Investment

As the Company did not historically constitute a separate legal entity, there is no issued share capital. The information on earnings per share for Target Business pursuant to IAS 33 Earnings Per Share has not been presented, as no capital structure has been presented in the combined financial information. Net Parent investment is shown in lieu of shareholder's equity in the combined financial information because a direct ownership relationship did not exist. Current assets and current liabilities associated with allocations of costs from Parent and affiliates that are not expected to settle in cash and where there is no legal obligation that requires settlement are not recognised as assets and liabilities in the combined financial information. These balances are recorded within net parent investment. The net effect of the settlement of related party transactions is accounted for through "net parent investment" in the combined statement of financial position and is reflected in the combined statement of cash flow as a financing activity.

Income tax

The Company is formed as a limited liability company ("LLC") for U.S. federal and state income tax purposes, whereby the income of the Company will be included in the income tax return of the taxable owners. A tax provision is not required to be prepared and deferred tax assets/liabilities are not required to be reported on the Company's combined financial information as the Company is not responsible for the payment

of federal or state income taxes.

Subsequent events

Subsequent events have been considered from 30 June 2020 up to the date that this combined financial information was authorised for issuance, 16 October 2020. On

27 August 2020, hurricane Laura made landfall near Lake Charles, Louisiana, which is where the Company's operations are located. While there was moderate wind damage to cooling towers and some insulation and building damage, there is no apparent damage to major process equipment, utilities or infrastructure. The critical path for operational restart is the re-establishment of reliable external electrical power service. Once reliable, full load power is restored, Sasol will activate a coordinated start-up of the site's two ethane crackers, and derivative units.

On 9 October 2020, Hurricane Delta made landfall near Sasol's Lake Charles Chemicals Complex in Southwest Louisiana. While the storm levied additional impacts to our more than 1,200 Southwest Louisiana employees and the local community, the Sasol Lake Charles Chemical Complex facilities did not experience significant damage. We have sufficient industrial-level power from the local provider to resume the post Hurricane Laura start-up process of some facilities. Additional plants will start-up once full load power is restored.

Limitations inherent to carve-out

As Target Business did not operate as a stand-alone entity in the past, this combined financial information may not be indicative of the Company's future performance and what its combined results of operations, financial position and cash flows would have been, had the Company operated as a separate entity from Sasol for the periods presented. Rather than the legal structure, the economic activities under common management and the assets and liabilities that represent the business expected to transfer as part of the strategic alignment have been considered as the main factors in determining the Company's combined financial information.

Going concern

The combined financial information for Target Business has been prepared on the basis of accounting policies applicable to a going concern. The going concern basis presumes that for the foreseeable future, funds will be available to finance future operations and that the realisation of assets and settlement of liabilities, contingent obligations and commitments will occur in the ordinary course of business.

Target Business has historically operated as part of the Group. The Group and Target Business manage liquidity risk by making use of a central treasury function to manage pooled cash investment and borrowing requirements. The Group announced its intent to sell partial ownership to an external entity and to operate the Target Business assets as a joint operation through a tolling arrangement. Upon closing of the proposed transaction, each partner will fund the operating and capital expenditures of Target Business based on their interest in the joint arrangement.

Sasol has indicated that their ability to meet debt covenant requirements at

31 December 2020 and 30 June 2021 and repay debt as it becomes due is dependent on the timing and quantum of cash flows from operations, the ability to realise cash through a combination of asset disposals, or part thereof, and the successful raising of equity. As described in Sasol's consolidated and separate financial statements, these events or conditions, along with other matters as set forth therein, indicate that a material uncertainty exists that may cast significant doubt on the Group's ability

to continue as a going concern.

The ability of Target Business to meet obligations as they become due is dependent on the joint partners to fund their proportionate share for use in operations.

The financial performance of Target Business was impacted by an unprecedented set of combined challenges driven mainly by a significant decline in global chemical prices. These events came at a time when the balance sheet was under severe pressure due to the additional expenditure required to complete the LCCP. Additionally, after the date of this combined financial information, our facility in Lake Charles, Louisiana was impacted by hurricane Laura on 27 August 2020 with financial performance in fiscal year 2021 expected to be impacted in the short term. Start-up of the plants will depend on the availability of electricity, industrial gases, other feedstocks and the restoration process.

Financial performance during the year

Target Business reported a loss for the year ended 30 June 2020 of $2,289 million, which included impairment losses of $1,707 million and is mainly attributable to the LCCP while in the ramp-up phase. Only the remaining LDPE unit needs start-up with beneficial operation expected in fiscal year 2021. Further, as Target Business assets mature, the production volume is expected to increase, and margin is expected to continue to strengthen.

Solvency

At 30 June 2020, the asset base of Target Business comprises mainly tangible assets with significant value. Additionally, as part of the proposed transaction, Target Business would not assume any of the existing debt that is currently allocated.

As such, the Directors are of the view that given the improvement in working capital shown throughout the periods presented, the fact that there are assets with significant value in the Target Business perimeter, and that no debt will be assumed by Target Business going forward, Target Business is solvent as of 30 June 2020 and at the date of this report.

Liquidity

Target Business will be operating as a tolling manufacturer for the joint partners. Each party will provide feedstock to Target Business and receive end products such as ethylene, polyethylene, and by-products based on the proportionate amount of feedstock contributed. Therefore, Target Business will be dependent on the joint partners to provide funding for its operating and capital expenditures.

While current liabilities at Target Business are greater than current assets in the years presented, the current liabilities primarily relate to capital expenditures on the LCCP, which have decreased, while current assets have increased as units reach beneficial operations. As operational current liabilities will be incurred after units reach beneficial operations, Target Business will be dependent on the Group and joint partner to fund operations. The Board has evaluated central treasury counterparty risk and does not expect any central treasury counterparty to fail in meeting their obligations, subject to the Group meeting debt covenant requirements at 31 December 2020 and 30 June 2021 and repaying debt as it becomes due.

To address the risk of short-term cash pressure, the Group has prepared budgets for 2021 and 2022, as well as a robust liquidity model, which includes cash flow forecasts including the operations of Target Business. The cash flow forecasts are prepared on a monthly basis and evaluated against forecasted expectations. Various scenarios and stress testing analyses are performed to test the robustness of the cash flow forecasts. To address future cash outflows, the Group has taken the following steps to stabilise the business and improve the liquidity position:

Strategic partnership - As described previously, Sasol is seeking to operate the Target Business assets with a joint partner through a tolling arrangement. As a result, the Target Business operations will have access to various sources of funding from both entities.
Weekly cash review - On a weekly basis, management reviewed the monthly cash forecast relative to actions being taken to reduce or defer cash outflows and understand the forecast cash position of Target Business for the next six months.

• Cost reduction - The necessity and quantum of expenditure in this fiscal year was challenged on a top down and bottoms up basis and substantial cost reduction work streams were implemented to reduce external spend with a focus on all discretionary expenditures.

Human capital levers - Short-term incentive payments were ceased for 2020 while

salary sacrifices were implemented on a sliding scale for a period of three months.

The events, conditions, judgements and assumptions described above inherently include material uncertainty on Target Business's ability to access the Group's central treasury funds and therefore any significant deviations may cast significant doubt on Target Business's ability to continue as a going concern and its ability to realise assets and discharge liabilities in the normal course of business.

The Directors have considered the financial plans and forecasts, the actions taken by the Group, access to funding from the joint partner, and based on the information available to them, are therefore of the opinion that the going concern assumption is appropriate in the preparation of the Target Business combined financial information.

Accounting policies

The accounting policies applied in the preparation of this combined financial information as of 30 June 2020 are consistent with those applied for the years ended 30 June 2019 and 2018, except for the adoption of IFRS 16 'Leases', IFRS 9 'Financial Instruments', and IFRS 15 'Revenue from Contracts with Customers'. IFRS 16 and

the Amendments to IFRS 9 'Financial Instruments', IAS 39 'Financial Instruments: Recognition and Measurement' and IFRS 7 'Financial Instruments: Disclosure' were adopted on 1 July 2019 and IFRS 9 and IFRS 15 took effect on 1 July 2018. IFRS 9, IFRS 15 and IFRS 16 were adopted using the modified retrospective approach, where the comparative financial information is not restated as permitted by the standard.

Accounting standards, interpretations and amendments to published accounting standards

IFRS 16 'Leases'

IFRS 16 replaces IAS 17 'Leases' as well as three Interpretations (IFRIC 4 'Determining whether an Arrangement contains a Lease', SIC-15 'Operating Leases - Incentives' and SIC-27 'Evaluating the Substance of Transactions Involving the Legal Form of a Lease').

IFRS 16 introduces a single lease accounting model and requires a lessee to recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. A lessee is required to recognise a right of use asset representing its right to use the underlying leased asset and a lease liability representing its obligation to make lease payments.

The Company adopted IFRS 16 with effect from 1 July 2019 using the modified retrospective approach, which allows the cumulative effect of initially applying the standard to be recognised in net parent investment as an adjustment to the opening retained earnings at adoption date, with no restatement of comparative financial information required. The adoption of the standard has a material effect on the Company's combined financial information, significantly increasing the Company's recognised assets and liabilities.

IFRS 16 provides a revised definition for leases whereby contracts that convey the right to control the use of an identified asset for a period of time in exchange for consideration are accounted for as leases.

The Company reviewed contracts previously classified as leases under IAS 17 to determine whether the contract contains a lease on adoption date and evaluated whether any significant contracts not previously accounted for as leases contained a lease under IFRS 16.

At 1 July 2019, additional lease liabilities were recognised for leases previously classified as operating leases under IAS 17. These lease liabilities were measured at the present value of lease payments over the remaining reasonably certain lease period, discounted using entity-specific incremental borrowing rates as of 1 July 2019. The discount rates incorporate factors such as the lease term, the nature of the asset and the commencement date of the lease. On transition, the incremental borrowing rates applied in deriving the total lease liability range from 3,7% to 5,6%.

On 1 July 2019, a corresponding right of use asset was recognised for an amount equal to the aforementioned lease liability, adjusted for any prepaid or accrued lease payment on the contract as at 30 June 2019, as well as for any restoration obligation. In terms of the transition options allowed by IFRS 16, leases with a remaining contract period of less than 12 months from adoption date were not recognised

on the statement of financial position but continue to be expensed through the income statement on a straight-line basis. As allowed by the practical expedients in IFRS 16, initial direct costs were excluded from the measurement of the right of use asset at adoption date, and a single discount rate was used in certain instances for a portfolio of leases with reasonably similar characteristics, hindsight was used in the determination of the lease term in the case of renewal or termination options and relying on previous assessments on whether leases are onerous as an alternative to performing an impairment review to determine that no onerous contracts existed

72 at 1 July 2019.

For leases previously classified as finance leases, the respective right of use assets and lease liabilities were measured at adoption date at the same amounts as under IAS 17 immediately preceding the adoption of IFRS 16.

The impact of the adoption of IFRS 16 on the Company's statement of financial position at 1 July 2019 is as follows:

	30 June	IFRS 16	1 July
	2019	Impact	2019
	$m	$m	$m

Assets
PP&E	1 725	(4)	1 721
Right of use assets	-	85	85

Liabilities
Long-term lease liabilities	(15)	(72)	(87)
Short-term lease liabilities	(5)	(9)	(14)

The application of the new standard has a significant impact on the presentation and timing of expenditure.

Under IFRS 16, expenses related to leases previously classified as operating leases are now recognised in the income statement over the lease term as depreciation of the right of use asset and interest expense relating to the lease liability, whereas these expenditures were previously predominantly disclosed as expenditure in Other expenses and income on a straight-line basis.

Following the adoption of IFRS 16, payments relating to leases previously classified as operating leases are presented under cash flow from financing activities, representing the payment of principal, and as operating cash flows, representing the payment of interest. Under IAS 17, these payments were primarily reflected as cash flows from operating activities.

The following table provides a reconciliation of the operating lease commitments and finance lease liabilities recognised as at 30 June 2019 to the total lease liability recognised on the balance sheet in accordance with IFRS 16 as at 1 July 2019.

	2019
	$m

Operating lease commitments at 30 June 2019	112
Discounting at lessee's incremental borrowing rate	(31)

Discounted operating lease commitments as at 30 June 2019	81
Finance lease liabilities recognised as at 30 June 2019	20

Lease liabilities recognised as at 1 July 2019	101
Non-current	87
Current	14

IFRS 9 'Financial Instruments', IAS 39 'Financial Instruments: Recognition and

Measurement' and IFRS 7 'Financial Instruments: Disclosure'

These amendments provide certain reliefs in connection with interest rate benchmark (IBOR) reform and are presented in two phases. The phase 1 amendments, issued in September 2019, provided temporary reliefs related to hedge accounting and have the effect that IBOR reform should not generally cause hedge accounting to terminate. However, any hedge ineffectiveness should continue to be recorded in the income statement. The IBOR reform phase 1 amendment was early adopted and had no

impact on the combined financial information. The phase 2 amendments that were issued on 27 August 2020 address issues that arise from the implementation of the reforms, including the replacement of one benchmark with an alternative one. The phase 2 amendments, effective for the Company starting 1 July 2021, will be applied prospectively and are not expected to significantly impact the Company combined financial information.

IFRS 9 'Financial Instruments'

IFRS 9 provides a single classification and measurement approach for financial assets

that reflects the business	model in which they	are managed and	their cash flow
characteristics. The Company's financial assets	are classified as	measured at amortised
cost, fair value through profit or loss, or fair value through other comprehensive
income.
For financial liabilities the	existing classification and measurement requirements

of IAS 39 'Financial Instruments: Recognition and Measurement', remained the same under IFRS 9.

Impairments of financial assets classified as measured at amortised cost are recognised on an expected loss basis which incorporates forward-looking information when assessing credit risk, with the expected losses recognised in profit or loss. The effect of the change was inconsequential due to the stringent debtor management policies currently applied by the Company, and therefore no transition adjustment

is presented.

The adoption of IFRS 9 did not have a significant impact on the Company's accounting policies relating to financial assets and financial liabilities.

The IFRS 9 hedge accounting requirements are not effective for the Company until the International Accounting Standards Board's macro hedging project is finalised.

IFRS 15 'Revenue from contracts with customers'

Under IFRS 15, revenue from contracts with customers is recognised when

a performance obligation is satisfied by transferring promised goods or services to customers. Goods or services are transferred when the customer obtains control of the goods or services. The transfer of control of the Company's chemical products usually coincides with title passing to the customer and the customer taking physical possession, with the Company's performance obligations primarily satisfied at

a point in time. Amounts of revenue recognised relating to performance obligations over time are not significant. The accounting for revenue under IFRS 15 represents an inconsequential change from the Company's previous practice for recognising revenue from sales with customers, and therefore no transition adjustment is presented.

An analysis of revenue from contracts with customers by product is presented in Note 2. Amounts presented for comparative periods include revenues determined in accordance with the Company's previous accounting policies, but the differences are inconsequential.

Accounting standards, interpretations and amendments not yet effective

Amendments to IAS 1 'Presentation of Financial Statements' and IAS 8 'Accounting Policies, Changes in Accounting Estimates and Errors'

The amendments clarify and align the definition of 'material' and provide guidance to help improve consistency in the application of that concept whenever it is used in IFRS Standards. The amendments are effective for the Company starting 1 July 2020, will be applied prospectively and are not expected to significantly impact the Company.

Amendments to IAS 1 'Presentation of Financial Statements'

The amendments provide guidance on the classification of liabilities as current or non-current in the statement of financial position and does not impact the amount or timing of recognition of any asset, liability income or expenses, or the information that entities disclose about those items. They clarify that the classification of liabilities as current or non-current should be based on rights that are in place at the end of the reporting period which enable the reporting entity to defer settlement by at least twelve months. The amendments further make it explicit that classification

is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability. The amendments are effective for the Company starting

1 July 2023, will be applied retrospectively and are not expected to significantly impact the Company.

Amendments to IAS 16 - PP&E

The amendments prohibit a company from deducting from the cost of PP&E amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, a company will recognise such sales proceeds and related cost in profit or loss. An entity applies the amendments retrospectively only to items of PP&E that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after the beginning of the earliest period presented in the financial information in which the entity first applies the amendments. The amendments are effective for the Company starting 1 July 2022 and will be applied retrospectively to PP&E within the scope of this amendment and the impact of adoption is currently being assessed.

Operating activities

		2020	2019	2018
		$m	$m	$m
	for the year ended 30 June	(Audited)	(Reviewed)	(Reviewed)

2. Turnover
	Turnover from products
	Ethylene	244	-	-
	Linear Low-density polyethylene ("LLDPE")	300	64	-
	Other turnover
	Utilities, offsites and infrastructure ("UO&I")	60	35	-

	Total turnover	604	99	-

Revenue overview

The Company's revenue is driven based on sales or transfers of inventory and finished products to third parties, the sale of which is made through a related party, at a mark- up or to related parties at cost . The key product lines are as follows:

Ethylene - Ethylene is comprised of output from the Cracker West facility. The cracker produces ethylene and by-products such as hydrogen using primarily ethane as feedstock. There are two primary revenue streams and a third stream for transfers to Target Business downstream assets. The streams are: (i) sales to third parties at market price, facilitated by a related party, who earns a 1% commission, (ii) related party sales at cost for use in downstream assets, and (iii) Target Business downstream (LLDPE) transfers at standard cost of production. The Parent also owns a second ethane cracker facility, Cracker East, which is not part of the Target Business perimeter.

LLDPE - The LLDPE polymer asset primarily takes in ethylene from Cracker West and Cracker East, propylene, hydrogen, and hexane to produce polyethylene products. These products are sold to third parties at market price with the sale facilitated by a related party who takes a 1% commission.

For all product lines, when products are sold to external parties with the sale facilitated by a related party, revenue is recorded on a gross basis upon delivery, which in accordance with the related contract terms, is the point at which control transfers to the final customer.

Other turnover - The Company's UO&I assets support the ethane cracker, LLDPE and Parent assets with steam, cooling water, demin water, as well as supplementary infrastructure. Revenues relating to UO&I represent a recovery of costs incurred to provide utilities to non-Target Business entities. These costs are measured based on the specific consumption of the producing assets utilising the utilities or based on an allocation of costs incurred. Utility costs specifically identifiable to assets include cooling water, steam, demin water, and usage of loading tracks and other infrastructure. Allocated costs relate to maintenance and direct labour. UO&I assets reached beneficial operations at various points throughout the period presented.

Accounting policies:

Target Business generates revenue from processing and selling commodity chemicals based on the ethylene and propylene value chains. The Company sells the majority of their products under contracts at prices determinable from such agreements. Turnover is recognised upon delivery which, in accordance with the related contract terms, is the point at which control is transferred to the customer. 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);	Products - CPT: At the point in time when the product is
Cost Insurance Freight	delivered to a specified location or main carrier.
(CIF); Carriage and
Products - CIF, CIP and CFR: At the point in time when the
Insurance Paid (CIP); and
products are loaded into the transport vehicle.
Cost Freight Railage (CFR)
	Carriage, freight and insurance: Over the period of
	transporting the products to the customer's nominated
	place - where the seller is responsible for carriage, freight
	and insurance costs, which are included in the contract.

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.

IFRS 15 applicable from 2019 onwards

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. Performance obligations are primarily satisfied at a point in time.

Revenue recognised reflects the consideration that the Company expects to be entitled to for each distinct performance obligation after deducting rebates and discounts and consists primarily of the sale of commodity chemical products.

The Company is engaged in the business of, among other things, buying raw materials from certain suppliers and related parties, processing it into new products by the extraction of chemical components, and selling these chemical components to downstream related parties. Certain other extracted chemical components are retained by the Company and used as a feedstock in industrial processes or sold to other related parties and are accounted for as revenue transactions within the turnover line item.

The period between the transfer of the goods and services to the customer and the payment by the customer does not exceed 12 months and the Company does not adjust for time value of money.

By-products are incidental to the manufacturing processes, are usually produced as a consequence of the main product stream. Revenue from sale of by-products is recorded as turnover.

Accounting policies, continued:

IAS 18 'Revenue', applicable to 2018

Revenue is recognised at the fair value of the consideration received or receivable net of rebates and discounts and consists primarily of the sale of commodity chemical products.

Revenue is recognised when the following criteria are met:

evidence of an arrangement exists;
delivery has occurred or services have been rendered and the significant risks and rewards of ownership have been transferred to the purchaser;
transaction costs can be reliably measured;
the selling price is fixed or determinable; and
collectability is reasonably assured.

Revenue from the sale of products is recognised when the Company has substantially transferred all the risks and rewards of ownership and no longer retains continuing managerial involvement associated with ownership or effective control.

		2020	2019	2018
		$m	$m	$m
	for the year ended 30 June	(Audited)	(Reviewed)	(Reviewed)

3. Materials, energy and consumables used
	Raw materials consumed	347	33	-
	Energy costs	11	11	-
	Other consumables used during the	55
	production process	4	-

	Total materials, energy and consumables
	used	413	48	-

Costs relating to items that are consumed in the manufacturing process, including changes in inventories and distribution costs up until the point of sale.

		2020	2019	2018
		$m	$m	$m
	for the year ended 30 June	(Audited)	(Reviewed)	(Reviewed)

4 . Employee-related expenditure
	Analysis of employee costs
	Labour*	34	17	3
	Salaries, wages and other employee-related
	33
	expenditure	16	3
	Post-retirement benefits and incentive plans	1	1	-

	Share-based payment expenses	2	-	-

	Total employee-related expenditure per
	income statement	36	17	3

Labour costs are presented net of costs capitalised to projects.

Accounting policies:

The employees of the Company are all employed by SUSAC. All payroll and benefit costs are paid by SUSAC and then charged at cost to the Company and presented as employee-related expenditures on the income statement and settled through net Parent investment, thus no liability is presented relating to employee-related costs in the statement of financial position.

Share-based payment expenses are related to the Share Appreciation Rights (SAR) and Long-Term Incentive (LTI) schemes held at Sasol and are allocated as described in Cost allocations in note 24. Since the liability is the responsibility of Sasol, no liability or equity-settled reserve is recognised by Target Business.

The SAR scheme allows eligible senior employees to earn a long-term incentive amount calculated with reference to the increase in the Sasol Limited share price between the offer date of the SARs to the exercise of such vested rights. All amounts payable are settled in cash.

The LTI scheme allows certain senior employees to earn a long-term incentive amount linked to certain Sasol Performance Targets, and all amounts payable are settled through net Parent investment.

	Sasol provides post-retirement medical and pension benefits to certain	of its retirees.
	Generally, medical coverage 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
	post-retirement benefit is	accounted for	as a	multi-employer	plan in this combined
	financial information, and	as a result,	no	asset	or liability was recorded to recognise
	the funded status of the plan as they are recognised through net Parent investment.
					2020	2019	2018
					$m	$m	$m
	for the year ended 30 June	Note	(Audited)	(Reviewed)	(Reviewed)

5. Other expenses
	Insurance				6	3	-
	Professional fees				7	4	-
	Rentals				3	4	-
	Administrative costs				34	93	12
	Allocated costs			24	191	81	6

	Total other operating expenses			241	185	18

			2020	2019	2018
			$m	$m	$m
	for the year ended 30 June	Note	(Audited)	(Reviewed)	(Reviewed)

6. Finance costs
	Debt		313	349	276

	debt		313	347	262
	interest rate swap - net settlements		-	2	14

	Interest on lease liabilities		14	4	-

	Finance costs before amortisation of		327
	loan costs and notional interest		353	276
	Amortisation of loan costs	10	-	28	20
	Notional interest		-	2	-

	Total finance costs		327	383	296
	Amounts capitalised to assets under		(74)
	construction*		(262)	(268)

	Per income statement		253	121	28

	Total finance costs before
	amortisation of loan costs and		327
	notional interest		353	276
	Less: non-cash interest accrued on		(301)
	long-term debt	10	(254)	(151)

	Per the statement of cash flows		26	99	125

Finance costs capitalised decreased in 2020 due to units reaching beneficial operations.

			2020	2019	2018
			$m	$m	$m
	for the year ended 30 June	Note	(Audited)	(Reviewed)	(Reviewed)

7. Remeasurement items affecting
	operating profit
	Impairment of		1 707	481	2 259

	property, plant and equipment	12	1 587	285	16
	assets under construction	15	17	185	2 243
	right of use assets	13	100	-	-
	intangible assets	14	3	11	-

	Loss/(profit) on	8	16	41	-
	disposal of property, plant and
		7
	equipment		-	-
	disposal and scrapping of assets		9
	under construction		41	-


	Total remeasurement items per
	income statement		1 723	522	2 259

Impairment

The Company's non-financial assets, other than inventories, are assessed for indicators of impairment at each reporting date or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. 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 CGU

to which it belongs.

Impairment calculations

The recoverable amount of the assets assessed for impairment is determined based on the higher of the fair value less costs to sell ("FVLCTS") or value-in-use ("VIU") calculations. Key assumptions used in the VIU assessment include the discount rate, future cash flows and prices of ethane and ethylene.

For purposes of the FY18 and FY19 impairment calculations future cash flows are estimated based on financial budgets covering a ten-year period and extrapolated over the useful life of the assets to reflect the long-term plans for the Company

using the estimated growth rate for the specific	business or project. The Company
determined future cash flows for outputs based	on the active market approach,

regardless of whether the output will be utilised internally. The estimated future cash flows and discount rate are post-tax. Although the Target Business is not subject to tax, the impairment calculations consider that the joint partners will be responsible for paying taxes. Discounting post-tax cash flows at a post-tax discount rate yields the same results as discount pre-tax cash flows at a pre-tax discount rate, as there are no significant temporary tax differences.

For purposes of the FY20 impairment calculations, the recoverable amount was based on the FVLCTS. An external offer was received in August 2020 to enter into a joint arrangement with SCUSA to operate the assets of Target Business.

Main assumptions used for impairment calculations
		2020*	2019	2018
for the year ended 30 June		$m	$m	$m

Long-term average ethane price (nominal)**	US$c/ton	257	311	271
Long-term average ethylene price (nominal)**	US$c/ton	899	982	948
Growth rate - long-term Producer Price Index		n/a	2%	2%
Tax rate		n/a	23%	25%
Weighted average cost of capital		n/a	9.0%	9.5%

In FY20, FVLCTS was used for impairment calculations. The FY20 assumptions are included for comparative purposes and reflect the impact of COVID-19.
Assumptions are provided on a long-term average basis. Ethane and ethylene prices are based on a ten-year period.

Areas of judgement

Management determines the expected performance of the assets based on past performance, performance of similar assets, forecasts based on design specifications, and its expectations of market developments. The weighted average growth rates used are consistent with the increase in the long-term Producer Price Index. Estimations are based on a number of key assumptions such as volume, price and product mix which will create a basis for future growth and gross margin. The forward-looking assumptions are based on past performance and industry benchmarks. If necessary, these cash flows are then adjusted to consider any changes in assumptions or operating conditions that have been identified subsequent to the preparation of the budgets.

The weighted average cost of capital rate (WACC) is derived from a pricing model based on credit risk and the cost of debt. 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 CGU. 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.

Determining as to whether, and by how much, cost incurred on a project is abnormal and needs to be scrapped involves judgement. The factors considered by management include the scale and complexity of the project, the technology being applied and guidance from experts in terms of what constitute abnormal wastage on the project.

Significant impairment of assets during the periods presented

		Assets under	Intangible	Right of
	PP&E	construction	assets	use Assets	Total 2020
	2020	2020	2020	2020	$m
CGU	$m	$m	$m	$m	(Audited)

Cracker West	1 453	7	1	2	1 463
LLDPE	83	6	2	47	138
LDPE	51	4	-	51	106

Total	1 587	17	3	100	1 707

		Assets under
		construction	Intangible	Total 2019
	PP&E 2019	2019	assets 2019	$m
CGU		$m	$m	$m	(Reviewed)

Cracker West		-	-	-	-
LLDPE		285	9	11	305
LDPE		-	176	-	176

Total		285	185	11	481

		Assets under
		construction	Intangible	Total 2018
	PP&E 2018	2018	assets 2018	$m
CGU	$m	$m	$m	(Reviewed)

Cracker West	-	-	-	-
LLDPE	6	800	-	806
LDPE	10	1 443	-	1 454

Total	16	2 243	-	2 259

Cracker West

The impairment loss recognised in Cracker West in FY20 is mainly due to macroeconomic factors and the recoverable amount of the unit being less than the carrying value. The recoverable amount in FY20 was the FVLCTS, which was determined based on the consideration offered to purchase 50% of the Target Business assets.

Polyethylene (LLDPE and LDPE)

The impairment losses recognised in LLDPE and LDPE are mainly due to depressed selling prices caused by polyethylene overcapacity, and higher feedstock costs, worsened by the impact of COVID-19 in FY20. Further, the losses recognised in FY20 were determined based on the consideration offered to purchase 50% of the Target Business assets.

Sensitivity to changes in assumptions

Management has considered the sensitivity of the impairment calculations to various key assumptions such as feedstock pricing, long-term growth rates, and discount rates. These sensitivities have been taken into consideration in determining the recoverable amounts.

The performance of LLDPE is highly sensitive to changes in the discount rate, long- term growth rate, and feedstock pricing. A 1% increase in the discount rate would decrease the recoverable amount of the CGU by approximately $41 million in FY18 and $27 million in FY19, and a 1% decrease in the discount rate would increase the recoverable amount by $51 million in FY18 and $34 million in FY19. A 1% decrease in the long-term growth rate would decrease the recoverable amount of the CGU by approximately $18 million in FY18 and $11 million in FY19, and a 1% increase in the long- term growth rate would increase the recoverable amount by $22 million in FY18 and $15 million in FY19. A 1% increase in ethylene pricing would decrease the recoverable amount of the CGU by $35 million in FY18 and $42 million in FY19, and a 1% decrease in ethylene pricing would increase the recoverable amount by $35 million in FY18 and $42 million in FY19.

The performance of LDPE is highly sensitive to changes in the discount rate, long-term growth rate, and feedstock pricing. A 1% increase in the discount rate would decrease the recoverable amount of the CGU by approximately $39 million in FY18 and $37 million in FY19, and a 1% decrease in the discount rate would increase the recoverable amount by $49 million in FY18 and $46 million in FY19. A 1% decrease in the long-term growth rate would decrease the recoverable amount of the CGU by approximately $19 million in FY18 and $18 million in FY19, and a 1% increase in the long-term growth rate would increase the recoverable amount by $23 million in FY18 and $21 million in FY19. A 1% increase in ethylene pricing would decrease the recoverable amount of the CGU by $35 million in FY18 and $40 million in FY19, and a 1% decrease in ethylene pricing would increase the recoverable amount by $35 million in FY18 and $40 million in FY19.

Recoverable amounts and methodology during periods presented

	Recoverable	Recoverable	Recoverable
	amount	amount	amount
	2020*	2019	2018
CGU	$m	$m	$m

Cracker West	3 475	6 661	5 118
LLDPE	263	267	371
LDPE	220	159	21

Total	3 958	7 087	5 510

Recoverable amount in FY20 is based on FVLCTS methodology.
Recoverable amounts in FY18 and FY19 are based on VIU methodology.

Recoverable amounts methodology

The Company used the VIU methodology in FY18 and FY19, and the FVLCTS methodology in FY20 to determine the recoverable amount of its CGUs. The discount rates used for the VIU valuation are listed in the main assumptions table above. For FY20, the Company used the FVLCTS methodology, using a Level 3 input based on the offer received from an external party to enter into a joint arrangement with SCUSA to operate the assets of Target Business. The FVLCTS valuation was allocated to the CGUs based on the relative carrying values of the CGUs.

Accounting policies:

Remeasurement items are items of income and expense recognised in the income statement that are less closely aligned to the operating or trading activities of the reporting entity and includes the impairment of non-current assets, profit or loss on disposal of non-current assets including businesses and scrapping of assets.

The recoverable amount of an asset is defined as the amount that reflects the greater of the fair value less costs of disposal and value-in-use that can be attributed to an asset as a result of its ongoing use by the entity. Value-in-use is estimated using

a discounted cash flow model. The future cash flows are adjusted for risks specific to the asset. The recoverable amount may be adjusted to consider 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, 'Impairment of Assets', when their output supports the production of multiple product streams that are ultimately sold into an active market.

The Company's corporate assets are allocated to the relevant CGU based on average annual consumption or annual carrying value of net PP&E and assets under construction. 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. Land is specifically identified for each CGU based on the acreage of the areas or buildings used by the producing units. Any common land and land that has corporate assets is allocated to each of the CGUs based on the overall land split by acreage for the CGUs.

The Company's assets are part of the ethylene value chain, and includes an ethane cracker, LLDPE and LDPE units. Each of these are considered to be its own CGU. UO&I assets are considered corporate assets and are allocated to the three CGUs.

Certain products are sometimes produced incidentally from the main conversion processes and can be sold into active markets. When this is the case, the by-products are considered to be part of the respective CGU from which they were generated.

			2020	2019	2018
			$m	$m	$m
	for the year ended 30 June	Note	(Audited)	(Reviewed)	(Reviewed)

8. Disposals and scrapping
	Property, plant and equipment	12	7	-	-
	Assets under construction	15	14	41	-

	Total		21	41	-

	Total consideration received		(5)	-	-
	Net loss on disposal		16	41	-

Significant scrapping of assets in 2020 and prior periods

Lake Charles Chemicals Project

In 2020, Cracker West experienced a catalyst failure resulting in a $6,8 million loss in PP&E. Additionally, an explosion occurred at the new LDPE plant in Louisiana, causing fire damages, resulting in an $8,8 million loss to assets in construction, offset by

$5 million in insurance proceeds. Further, $5,2 million of surplus bulk piping material related to the Target Business assets in construction was written off during 2020.

In 2019, the Company scrapped $41 million of cost incurred on the LCCP, mainly relating to rework that was required on the low-density polyethylene compression motor that was damaged and a number of heat exchangers that had to be either repaired or replaced due to quality issues. Management considered the scale and complexity of the project; the technology being applied and input from experts to determine the cost incurred on the project which was scrapped.

9. Taxation

The Company will be formed as a Delaware limited liability company or LLC for U.S. federal and state income tax purposes and as such be a disregarded entity for U.S. federal income tax purposes. A tax provision is not required to be prepared and deferred tax assets/liabilities are not required to be reported on the Company's combined financial information as the Company would not be responsible for the payment of federal or state income taxes. Rather, the Company's members are individually responsible for paying the corresponding federal and state income taxes due on their share of allocable taxable income. Net income or loss for financial reporting purposes may differ from taxable income reportable to members as a result of differences between the tax basis and the book basis of the Company's assets and liabilities and the taxable income allocation requirements under the partnership agreement.

While the state of Louisiana imposes a franchise tax upon certain capital employed within the state, an LLC is treated and taxed by the state in the same manner that it is treated and taxed for federal income tax purposes. Thus, this franchise tax is not imposed upon the Company, but rather on the Company's direct or indirect members meeting the requirements for taxability under the Louisiana franchise tax rules.

Funding activities and facilities

		2020	2019	2018
		$m	$m	$m
	for the year ended 30 June	(Audited)	(Reviewed)	(Reviewed)

10. Long-term debt
	Total outstanding debt	5 857	4 773	4 484
	Less: Short-term portion	549	-	5

	Total long-term debt	5 308	4 773	4 479

	Analysis of long-term debt

	Reconciliation
	Balance at beginning of year	4 773	4 484	3 285
	Loans raised	783	2 466	1 031
	Loans repaid	-	(2 459)	(3)
	Interest accrued	301	254	151
	Amortisation of loan costs	-	28	20

	Balance at end of year	5 857	4 773	4 484

	Maturity profile
	Within one year	549	-	5
	One to five years	-	-	2 426
	More than five years	5 308	4 773	2 053

	Total outstanding debt	5 857	4 773	4 484

Fair value of long-term debt

Debt is valued based on level 3 inputs, and the Company considers the fair value of debt to be equal to the carrying value throughout the historical period given the variable interest rate. Refer to note 26 for further details on the fair value of financial liabilities.

				2020	2019	2018
Nature of			Interest	$m	$m	$m
debt	Type	Term	rate	(Audited)	(Reviewed)	(Reviewed)

Sasol	Affiliate loan	Oct 2028		1 547
Financing USA		(10 Years)	6,72%	1 447	-
LLC (SFUSA)
Affiliate loan	June 2029
Loan - bond	Libor+ 1,97%	1 139	1 094	-
		(10 Years)

	Affiliate loan	July 2029		477
		(10 Years)	Libor+ 1,97%	-	-

	Affiliate loan	Dec 2020 (1 Year) Libor+ 1,97%	325	-	-

Sasol	Affiliate loan	June 2026
Financing		(10 Years)
International				2 369
(SFI) Loan			Libor+ 3,28%	2 232	2 053

Bank term	Term loan	June 2019		-
loan (BTL)		(5 Years)	Libor+ 2,25%	-	2 431

Overview of Long-term Debt

In December 2014, SCUSA entered into a bank loan facility ("BTL") ($4,0 billion) with a syndicate of international banks, as well as an affiliate loan facility with Sasol Financing International Limited ("SFI") ($3,0 billion) in June 2016 for the construction of the LCCP. In 2019, Sasol refinanced the existing BTL by issuing bonds ($2,2 billion) and entering into a new term loan facility ($1,8 billion) using a newly formed entity, Sasol Financing USA ("SFUSA"). On extinguishment of the BTL, $19 million of unamortised costs were expensed and allocated to the Target Business. Similarly, SCUSA entered into new affiliate loans with SFUSA, to represent the external bonds and term loan, for the purpose of settling the BTL at SCUSA. In December 2019, SFUSA entered into a new syndicated loan for additional funding of the LCCP project ($1 billion). This resulted in SCUSA entering into further affiliate loans with SFUSA. The allocation of the SCUSA loans to Target Business are indicated in the table above. Historically, as part of the external debt held by SCUSA, the assets of Target Business were pledged as collateral.

While the debt throughout the historical period was entered into by SCUSA, the debt and related costs are allocated to Target Business as the debt relates to funding used in the construction of Target Business's assets. Debt, issuance costs, and related interest are allocated based on the weighted average capital expenditures attributable to Target Business for which the funding was obtained.

In the historical periods presented, SCUSA paid a guarantee fee to Sasol as part of the external debt previously held at SCUSA and the external debt held at SFUSA. This fee represents the payments from SCUSA to Sasol as a result of Sasol being a named guarantor to the debt. As such, Target Business was allocated a portion of the guarantee fees based on the weighted average capital expenditures attributable to the Company for which the funding was obtained.

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. Debt is classified as short-term unless the borrowing entity has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.

Debt is derecognised when the obligation in the contract is discharged, cancelled or has expired. Premiums or discounts arising from the difference between the fair value of debt raised and the amount repayable at maturity date are charged to the income statement as finance expense 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.

			2020	2019	2018
			$m	$m	$m
	for the year ended 30 June		(Audited)	(Reviewed)	(Reviewed)

11. Lease liabilities
	Total long-term lease liabilities		136	15	17
	Short-term portion		13	5	5

			149	20	22

	Reconciliation
	Balance at beginning of year		20	22	-
	Adjustment on initial application of IFRS 16	81	-	-

	Restated balance at beginning of year	101	22	-
	Finance leases acquired		57	-	22
	Payments made on lease liabilities	(9)	(3)	-
	Lease modifications		-	1	-

	Balance at end of year		149	20	22

		Incremental
		borrowing	2020	2019	2018
		rate at	$m	$m	$m
	Terms of repayment	30 June 2020	(Audited)	(Reviewed)	(Reviewed)

	Lease liabilities
	Rail cars - Repayable in
	monthly instalments over 1 to	4,8%	133
	18 years ending December 2038	-	-

	Wash bay facility - Repayable
	in monthly instalments through	4,7%	16
	July 2023	20	22

	Total lease liabilities		149	20	22

	Operating leases - Minimum future lease payments for 2019 and 2018
				2019	2018
	for the year ended 30 June			$m	$m
			(Reviewed)	(Reviewed)

	Operating leases
	Within one year			9	4
	One to five years			31	14
	More than five years			72	35

	Total minimum future lease payments		112	53

Operating leases include the rental of rail cars. The lease period varies from 12 to 18 years.

Accounting policies:

IFRS 16 applicable in 2020

At contract inception all arrangements are assessed to determine whether it is, or contains, a lease. Where lease arrangements include lease and non-lease components, these are accounted for separately. At the commencement date of the lease, the Company recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments are primarily fixed rate payments.

In calculating the present value of lease payments, the Company 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 Company 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 Company does not have any short-term leases, leases of low value assets, or leases that contain variable lease payments.

IAS 17 applicable in 2019 and before

Arrangements that are, or contain, leases are classified as either finance or operating leases. Finance leases, which transfer substantially all of the risks and benefits incidental to ownership of the leased item to the Company, are capitalised at the commencement of the lease at the fair value of the leased property or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between finance charges and reduction of the lease liability to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognised in finance costs in the statement of profit or loss and other comprehensive income.

Operating lease payments are recognised in the income statement on a straight-line basis over the lease term.

Areas of judgement

The incremental borrowing rate that the Company applies is the rate that the Company 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.

Investing Activities

					Machinery
					and
	for the year ended 30 June		Land	Buildings	equipment	Total
	Note	$m	$m	$m	$m

12. Property, plant and equipment

	Carrying amount at 1 July 2017		39	15	54

	Additions			-	22	22
	Net reclassification (to)/from	other
	assets			(12)	15	3
	Current year depreciation charge		(2)	(1)	(3)
	Impairment of PP&E	7		(7)	(9)	(16)

	Balance at 30 June 2018 (Reviewed)		18	42	60

	Additions			-	1	1
	Net reclassification from other
	assets		91	133	1 755	1 979
	Current year depreciation charge		(4)	(26)	(30)
	impairment of PP&E	7	(37)	(37)	(211)	(285)

	Balance at 30 June 2019 (Reviewed)	54	110	1 561	1 725

	Net reclassification from other
	assets			71	3 794	3 865
	Transfers to ROU asset			-	(4)	(4)
	Disposals and scrapping			-	(7)	(7)
	Current year depreciation charge		(5)	(133)	(138)
	Impairment of PP&E	7	(13)	(45)	(1 529)	(1 587)

	Carrying amount at 30 June 2020
	(Audited)		41	131	3 682	3 854

	Up to and including financial	year 2019, lease	assets that were classified as finance
	leases under IAS 17 'Leases' were recognised as part of property, plant and equipment
	on the statement of financial	position. From	financial year 2020 assets recognised
	under IFRS 16 'Leases' are disclosed separately in note 13, Right of Use Assets.

			Machinery
			and
for the year ended 30 June	Land	Buildings	equipment	Total
$m	$m	$m	$m

2020 (Audited)
Cost	91	231	5 573	5 895
Accumulated depreciation and impairment	(50)	(100)	(1 891)	(2 041)

	41	131	3 682	3 854

2019 (Reviewed)
Cost	91	160	1 810	2 061
Accumulated depreciation and impairment	(37)	(50)	(249)	(336)

	54	110	1 561	1 725

2018 (Reviewed)
Cost		27	54	81
Accumulated depreciation and impairment		(9)	(12)	(21)

		18	42	60

for the year ended 30 June			2019	2018
		$m	$m

Leased Assets
Carrying value of capitalised leased assets			23	22

	2020	2019	2018
	$m	$m	$m
for the year ended 30 June	(Audited)	(Reviewed)	(Reviewed)

Capital commitments
Capital commitments, excluding capitalised
interest, includes all projects for which specific
board approval has been obtained. Projects
still under investigation for which specific
board approvals have not yet been obtained
are excluded from the following:
Authorised and contracted for	7 635	7 486	7 017
Authorised but not yet contracted for	88	194	302
Less expenditure to the end of year	(7 587)	(7 418)	(6 172)

	136	262	1 147


To sustain existing operations	4	-	-
To expand operations	132	262	1 147
Estimated expenditure
134
Within one year	262	1 147
One to five years	2	-	-

	136	262	1 147

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 therefore requires a significant degree of judgement to be applied by management.

The following depreciation rates apply to the Company:

Buildings	2 - 10%
Machinery and equipment	2 - 50%

Note that included in machinery and equipment are turnaround assets which have a short useful life, generally less than 5 years.

			Machinery and
			equipment
	for the year ended 30 June	Note	$m

13. Right of use assets
	Carrying amount at 30 June 2019		-
	Recognition of right of use assets on initial application of	81
	IFRS 16
	Transfer of finance lease assets from PP&E and assets	under	4
	construction

	Adjusted carrying amount at 1 July 2019		85
	Additions		57
	Current year depreciation charge		(9)
	Impairment of right of use assets	7	(100)

	Carrying amount at 30 June 2020 (Audited)		33

Up to and including financial year 2019, the Company recognised lease assets that were classified as finance leases under IAS 17 'Leases' as part of PP&E.

	Machinery and
	equipment
for the year ended 30 June	$m

2020 (Audited)
Cost	162
Accumulated depreciation and impairment	(148)

	14

Accounting policies:
IFRS 16 applicable in 2020

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; and
any initial direct 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 Company 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.

			License fees
	for the year ended 30 June	Note	$m

14. Intangible Assets

	Balance at 30 June 2018 (Reviewed)		-

	Net reclassification from other assets		18
	Impairment of intangible assets	7	(11)

	Balance at 30 June 2019 (Reviewed)		7

	Net reclassification from other assets		7
	Current year amortisation charge		(1)
	Impairment of intangible assets	7	(3)

	Carrying amount at 30 June 2020 (Audited)		10

			License fees
	for the year ended 30 June		$m

	2020 (Audited)
	Cost		25

	Accumulated amortisation and impairment		(15)

	Total		10
	2019 (Reviewed)
	Cost		18
	Accumulated amortisation and impairment		(11)

	Total		7

Accounting policies:

Intangible assets are stated at cost less accumulated amortisation and accumulated impairment.

Amortisation of intangible assets with finite lives are calculated over the estimated useful lives of the assets. Intangibles with indefinite useful lives are not amortised but are tested for impairment at least annually based on discounted cash flows.

Areas of judgement:

The amortisation methods and estimated remaining useful lives are reviewed at least annually. The estimation of the useful lives of intangibles is based on estimated useful lives, historic performance as well as expectations about future use and

therefore requires a significant degree of judgement to be	applied by management.
The following amortisation rates apply in the Company:
License fees	20%

Determining as to whether, and how much, cost incurred on a project is abnormal and needs to be scrapped, involves judgement. The factors considered by management include the scale and complexity of the project, the technology being applied and input from experts.

				Property
				plant and	Other
				equipment	intangible
				under	assets under	Total
				construction	development
	for the year ended 30 June	Note	$m	$m	$m

15. Assets under construction
	Balance at 1 July 2017		4 734	24	4 758

	Additions			1 419	7	1 426
	Net reclassifications	and transfers
	to other assets			(3)	-	(3)
	Finance costs capitalised		267	1	268
	Impairment of assets under
	construction		7	(2 225)	(18)	(2 243)

	Balance at 30 June 2018
	(Reviewed)			4 192	14	4 206

	Additions			1 373	6	1 379
	Net reclassification	and transfers
	to other assets			(1 979)	(18)	(1 997)
	Finance costs capitalised		264	(2)	262
	Impairment of assets under
	construction		7	(185)	-	(185)
	Disposals and scrapping		(41)	-	(41)

	Balance at 30 June 2019
	(Reviewed)			3 624	-	3 624

	Additions			402	7	409
	Net reclassification	and transfers
	to other assets			(3 865)	(7)	(3 872)
	Finance costs capitalised		74	-	74
	Impairment of assets under
	construction		7	(17)	-	(18)
	Disposals and scrapping		(14)	-	(14)

	Balance at 30 June 2020 (Audited)		204	-	204

Accounting policies:

Assets under construction

Assets under construction are non-current assets, which includes expenditures capitalised for work in progress in respect of activities to develop, expand or enhance items of property, plant and equipment, and intangible assets. The cost of self- constructed assets includes expenditures of materials, direct labour and an allocated proportion of project overheads. Cost also includes 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. 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.

Transfers from assets under construction to property, plant and equipment occur on beneficial operation date, which is when depreciation recognition begins. Beneficial operation is met when a sub-section of a new plant or modification has produced its first sustained manufacture of saleable, on-specification product.

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.

		2020	2019	2018
		$m	$m	$m
	for the year ended 30 June	(Audited)	(Reviewed)	(Reviewed)

16. Long-term prepaid expenses

	Long-term prepaid expenses*	18	22	22

	Total long-term prepaid expenses	18	22	22

Consists of prepaid pipeline fees to provide an interconnection between 1) a natural gas liquids pipeline that extends from Texas to Louisiana (owned by Enterprise Liquids Pipeline), and 2) the Target Business ethylene plants in Lake Charles.

Working capital

		2020	2019	2018
		$m	$m	$m
	for the year ended 30 June	(Audited)	(Reviewed)	(Reviewed)

17. Inventories
	Carrying value
	Manufactured products	18	17	-
	Raw materials	7	-	-
	Process material	7	6	-
	Maintenance materials	39	23	-
	Other inventory	2	-	-

	Total inventories	73	46	-

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.

	Cost is determined as follows:
	Manufactured products, raw materials,	First-in-first-out valuation	method
	process materials	(FIFO)
	Maintenance and other materials	Weighted average purchase price
		2020	2019	2018
		$m	$m	$m
	for the year ended 30 June	(Audited)	(Reviewed)	(Reviewed)

18. Trade and other receivables
	Trade receivables	11	-	-
	Related party trade receivables	88	42	-
	Prepaid expenses and other	9	7	-

	Total trade and other receivables	108	49	-

Customer concentration

Related party receivables represented 88% and 100% of the Company's receivables for the periods ended 30 June 2020 and 2019. Related party receivables represent sales made to a Sasol entity at market, who then sells to external parties, taking a 1% commission.

The Company also enters into agreements to exchange ethylene and ethane with third party exchange partners to achieve operational objectives. In these arrangements, the Company delivers inventory on behalf of or to an exchange partner and receives physical inventory from the exchange partner to settle the receivable. Conversely, the exchange partner delivers inventory on behalf of, or to the Company with an expectation that Target Business will exchange a similar volume and inventory with the third party to settle the payable. These transactions are recognised as an exchange of similar products between Target Business and the third parties and are accounted

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Sasol Ltd. published this content on 20 October 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 October 2020 09:14:08 UTC

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