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Results of the Annual General Meeting of Sasol held on 21 November 2014
Sasol Limited
(Incorporated in the Republic of South Africa)
(Registration number 1979/003231/06)
Sasol Ordinary Share codes: JSE : SOL NYSE : SSL
Sasol Ordinary ISIN codes: ZAE000006896 US8038663006
Sasol BEE Ordinary Share code: JSE : SOLBE1
Sasol BEE Ordinary ISIN code: ZAE000151817
(“Sasol” or “the Company”)
RESULTS OF THE ANNUAL GENERAL MEETING OF SASOL HELD ON 21 NOVEMBER 2014
Sasol shareholders are advised that the results of the business conducted at
the annual general meeting held on Friday, 21 November 2014 at the Hyatt
Regency Hotel, 191 Oxford Road, Rosebank, Johannesburg, South Africa are as
follows:
- Total number of Sasol’s ordinary shares in issue is 679 172 662;
- Total number of Sasol’s ordinary shares in issue excluding 8 809 886
shares, being those ordinary shares which are not entitled to vote at the
annual general meeting, is 670 362 776(“Total Votable Ordinary Shares”);
- Total number of ordinary shares in the share capital of Sasol voted in
person or by proxy was 501 814 969, being 74.86% of the Total Votable
Ordinary Shares;
- The total number of shares that abstained from voting did not exceed
2.31% of the total issued share capital.
1. Annual general meeting
1.1. The audited annual financial statements of the Company and of the Sasol
group, including the reports of the directors, external auditors, audit
committee and the nomination, governance, social and ethics committee for the
financial year ended 30 June 2014 were presented.
1.2. Mr C Beggs, Mr D E Constable, Mr H G Dijkgraaf, Mr Z M Mkhize and Mr P J
Robertson retired by rotation at the meeting in terms of clause 22.2.1 of the
Company’s Memorandum of Incorporation (“Sasol’s MOI”) and were re-elected
individually for a further term of office:
Directors For(1) Against(1) Abstain(1) Shares voted
C Beggs 498,446,850 79,437 being 3,286,082 501,812,369
being 0.02% being 0.65% being 100%
99.33%
D E Constable 498,471,525 52,825 being 3,288,019 501,812,369
being 0.01% being 0.66% being 100%
99.33%
H G Dijkgraaf 491,844,633 52,107 being 3,286,264 495,183,004
being 0.01% being 0.66% being 100%
99.33%
Z M Mkhize 497,466,461 1,059,290 3,289,218 501,814,969
being being 0.21% being 0.66% being 100%
99.13%
P J Robertson 498,483,734 42,286 being 3,286,349 501,812,369
being 0.01% being 0.65% being 100%
99.34%
1.3. Mr B Nqwababa and Ms N N A Matyumza were appointed by the Sasol board of
directors (“Board”) in terms of clause 22.4.1 of Sasol’s MOI during the course
of the year, they retired at the annual general meeting and were elected for a
further term:
Directors For(1) Against(1) Abstain(1) Shares voted
B Nqwababa 498,441,521 82,978 being 3,290,470 501,814,969
being 0.02% being 0.66% being 100%
99.33%
N N A Matyumza 498,473,484 51,020 being 3,287,165 501,811,669
being 0.01% being 0.66% being 100%
99.33%
1.4. PricewaterhouseCoopers Incorporated was re-appointed as the independent
auditor of the Company until the next annual general meeting and it was noted
that Mr Pieter Hough will be the individual registered auditor who will
undertake the audit of the Company for the financial year ending 30 June 2015.
1.5. The members of the audit committee, Mr C Beggs, Ms N N A Matyumza, Ms I N
Mkhize, Mr M J N Njeke and Mr S Westwell were elected individually for the
ensuing financial year in terms of sections 94(4) and 94(5) of the Companies
Act, 2008 (“the Act”), read with Regulation 42 of the Companies Regulations,
2011:
Directors For(1) Against(1) Abstain(1) Shares voted
C Beggs 498,369,520 68,401 3,374,448 501,812,369
being 99.31% being 0.01% being 0.67% being 100%
N N A Matyumza 445,143,137 30,508 3,371,126 448,544,771
being 99.24% being 0.01% being 0.75% being 100%
I N Mkhize 498,302,600 144,198 3,364,621 501,811,419
being 99.30% being 0.03% being 0.67% being 100%
M J N Njeke 432,527,678 12,641,348 3,375,756 448,544,782
being 96.43% being 2.82% being 0.75% being 100%
S Westwell 498,293,623 144,662 3,373,834 501,812,119
being 99.30% being 0.03% being 0.67% being 100%
1.6. A non-binding advisory endorsement on the Company’s remuneration policy
for the year ending 30 June 2015 was obtained:
For(1) Against(1) Abstain(1) Shares voted
381,837,632 being 50,961,513 being 15,746,337 being 448,545,482
85.13% 11.36% 3.51% being 100%
1.7. Special Resolution number 1 approving the revised annual remuneration
payable by the Company to non-executive directors of the Company for their
services as directors with effect from 1 July 2014, was approved:
For(1) Against(1) Abstain(1) Shares voted
483,461,746 being 17,833,840 being 515,833 being 501,811,419 being
96.34% 3.55% 0.10% 100%
1.8. Special Resolution number 2 to authorise the Board, subject to compliance
with the requirements of Sasol’s MOI, section 44 and 45 of the Act and the JSE
Limited Listings Requirements (“Listings Requirements”), to approve the
granting of financial assistance to any person approved by the Board and
direct or indirect financial assistance to a related or inter-related company
or corporation, and/or member of such related or inter-related company or
corporation, and/or director or prescribed officer of the Company or of a
related or inter-related company, and/or to a person related to any such
company, corporation, member, director or prescribed officer, for any purpose
in the normal course of business of the Sasol group, including any black
economic empowerment transaction, at any time during a period of two years
following the date on which this resolution was passed:
For(1) Against(1) Abstain(1) Shares voted
433,366,547 being 14,644,581 being 533,654 being 448,544,782 being
96.62% 3.26% 0.12% 100%
1.9. Special Resolution number 3 to approve the amendments to sub clauses
26.3, 26.4 and 26.5 of Sasol’s MOI was passed:
For(1) Against(1) Abstain(1) Shares voted
447,950,863 being 53,316,293 being 544,863 being 501,812,019 being
89.27% 10.62% 0.11% 100%
1.10. Special Resolution number 4 to approve the amendment to sub clause
29.4.2 of Sasol’s MOI was passed:
For(1) Against(1) Abstain(1) Shares voted
501,209,819 being 43,275 being 0.01% 559,275 being 501,812,369 being
99.88% 0.11% 100%
1.11. Special Resolution number 5 to authorise the Board to approve the
general repurchase by the Company or purchase by any of its subsidiaries of
any of its subsidiaries, of any of the Company’s ordinary shares and/or Sasol
BEE ordinary shares was passed:
For(1) Against(1) Abstain(1) Shares voted
415,776,225 being 6,858,652 being 678,669 being 423,313,546 being
98.22% 1.62% 0.16% 100%
1.12. Special Resolution number 6 to authorise the Board to approve, when any
general repurchase by Company takes place in accordance with special
resolution number 5, the purchase by the Company of its issued shares from a
director and/or a prescribed officer of the Company, and/or person related to
a director or prescribed officer of the Company was passed:
For(1) Against(1) Abstain(1) Shares voted
475,797,371 being 253,925 being 529,387 being 476,580,672 being
99.84% 0.05% 0.11% 100%
Notes:
(1) The votes carried for and against, and abstained for each individual
resolution are disclosed as a percentage in relation to the total number
of Sasol ordinary shares voted, whether in person or by proxy, in
respect of such individual resolution at the annual general meeting.
Special resolutions number 3 and 4 regarding the amendments of Sasol’s MOI
will be filed with the Companies and Intellectual Property Commission.
21 November 2014
Johannesburg
Sponsor: Deutsche Securities (SA) Proprietary Limited
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