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SASOL LIMITED - Results of the annual general meeting of Sasol held on friday,16 November 2018

Release Date: 16/11/2018 17:08
Code(s): SOL SOLBE1     PDF:  
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Results of the annual general meeting of Sasol held on friday,16 November 2018

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 FRIDAY,
16 NOVEMBER 2018

Sasol shareholders are advised that the results of the business conducted at the annual
general meeting held on Friday, 16 November 2018 at the Sandton Convention Centre, 161
Maude Street, Sandton, Johannesburg are as follows:

-    As at Friday, 9 November 2018, being the annual general meeting Record Date, the total
     number of Sasol Ordinary and Sasol BEE Ordinary Shares (“SOLBE1 Shares”) in issue
     (“Sasol Issued Shares”) was 630 875 365 of which 630 875 365 were eligible to vote
     (“Total Votable Shares”).
-    The Sasol Issued Shares eligible to vote by being present in person or by submitting
     proxies was 509 910 922, being 80.83% of the Sasol Issued Shares and 80.83% of the
     Total Votable Shares.

1.   The audited annual financial statements of the Company and of the Sasol group,
     including the reports of the directors, external auditors, audit committee and the safety,
     social and ethics committee for the financial year ended 30 June 2018 were presented.

2.   Mr C Beggs, Mr S R Cornell, Mr M J Cuambe, Mr M J N Njeke and Mr B Nqwababa, who
     retired by rotation at the meeting in terms of clause 22.2.1 of the Company’s Memorandum
     of Incorporation (“the Sasol MOI”) and who made themselves available for re-election,
     were re-elected individually for a further term of office:

                                           Total shares voted                     Shares abstained
                         For (%)        Against (%) Number              %(1)      %(1)
      C Beggs            99.78          0.22          450 972 983       71.48     9.28
      S R Cornell        99.82          0.18          450 974 828       71.48     9.28
      M J Cuambe         99.95          0.05          450 973 503       71.48     9.28
      M J N Njeke        78.60          21.40         508 769 925       80.65     0.12
      B Nqwababa         99.86          0.14          450 958 576       71.48     9.28

3.   Ms M B N Dube and Dr M Flöel, who were appointed by the Sasol board of directors (“the
     Board”) in terms of clause 22.4.1 of the Sasol MOI during the course of the year, were
     elected individually:

                                           Total shares voted                    Shares abstained
                           For (%)      Against (%) Number              %(1)     %(1)
      M B N Dube           99.99        0.01          508 767 253       80.64    0.12
      M Flöel              99.98        0.02          508 762 200       80.64    0.12
4.   PricewaterhouseCoopers Incorporated was automatically re-appointed as the
     independent auditor of the Company until the next annual general meeting in terms of
     section 90(6) of the Companies Act, 2008 (“the Act”).

5.   The members of the audit committee, Mr C Beggs, Ms G M B Kennealy, Ms N N A
     Matyumza, Mr M J N Njeke and Mr S Westwell were elected individually for the financial
     year ending 30 June 2019, in terms of sections 94(4) and 94(5) of the Act, read with
     Regulation 42 of the Companies Regulations, 2011:

                                            Total shares voted                   Shares abstained

                            For (%)    Against (%)    Number            %(1)     %(1)
      C Beggs               97.90      2.10           508 769 584       80.65    0.12
      G M B Kennealy        98.38      1.62           508 744 784       80.64    0.13
      N N A Matyumza        99.99      0.01           506 828 308       80.34    0.12
      M J N Njeke           78.08      21.92          508 765 498       80.64    0.12
      S Westwell            99.68      0.32           508 770 583       80.65    0.12

6.   Advisory endorsement of the Company’s remuneration policy for the year ending 30 June
     2019 was obtained:

                          Total shares voted                        Shares abstained

      For (%)        Against (%)       Number            %(1)       %(1)
      78.53          21.47             508 706 143       80.63      0.13

7.   Advisory endorsement of the implementation report of the Company’s remuneration policy
     for the year ended 30 June 2019 was obtained:

                          Total shares voted                        Shares abstained

      For (%)        Against (%)       Number            %(1)       %(1)
      75.81          24.19             508 703 676       80.63      0.13

8.   Special resolution number 1 approving the remuneration payable to non-executive
     directors of the Company for their services as directors from the date of this annual
     general meeting until this resolution is replaced, was approved:

                          Total shares voted                        Shares abstained

      For (%)        Against (%)       Number            %(1)       %(1)
      86.50          13.50             508 705 131       80.63      0.13


9.   Special resolution number 2 to authorise, to the extent required in terms of sections 44
     and 45 of the Act, the Board (or any person/s authorised by the Board to do so), as it in its
     discretion deems fit, but subject to compliance with the requirements of the Sasol MOI,
     the Act and the statutory requirements and Listings Requirements of the JSE (“Listings
     Requirements”) applicable to the Company pursuant to the shares in the capital of the
     Company being listed on any recognised stock exchange from time to time, to grant
     authority to the Company to provide financial assistance as contemplated in section 44 of
      the Act to any person approved by the Board (or any person or persons to whom the
      Board has delegated the power to approve recipients of the financial assistance); and
      direct or indirect financial assistance as contemplated in section 45 of the Act to a related
      or inter-related company or corporation as contemplated in the Act; and/or to a member of
      such a related or inter-related company or corporation; and/or to a director or prescribed
      officer 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 2 (two) years following the date
      on which this special resolution is passed, was approved:

                           Total shares voted                        Shares abstained

       For (%)        Against (%)       Number            %(1)       %(1)
       93.87          6.13              508 224 771       80.56      0.21

10.   Special resolution number 3 authorising the Board, as it in its discretion deems fit, but
      subject to compliance with the requirements of the Sasol MOI, section 48 of the Act, and
      the Listings Requirements, to approve the general repurchase by the Company or
      purchase by any of its subsidiaries, of any of the Company’s ordinary shares and/or
      Sasol BEE Ordinary Shares, subject to the provisions of paragraphs 9(a) to 9(k) of the
      notice of this annual general meeting, was approved:

                           Total shares voted                        Shares abstained

       For (%)        Against (%)       Number            %(1)       %(1)
       99.94          0.06              508 880 255       80.66      0.10

11.   Special resolution number 4 authorising the Board, that when any general repurchase by
      the Company of its shares takes place in accordance with special resolution number 3,
      as required by section 48(8)(a) of the Act, to approve the inadvertent 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, subject to the
      provisions of the Sasol MOI, the Act, and the Listings Requirements, was approved:

                           Total shares voted                        Shares abstained

       For (%)        Against (%)       Number            %(1)       %(1)
       99.94          0.06              508 979 518       80.68      0.09


12.   Special resolution number 5 comprising amendments to clause 43 and schedule 6 of the
      Sasol MOI, with the addition of a new clause 43.9 and 14 respectively, as well as the
      addition of a new clause 49 and a new schedule 6A to the Sasol MOI, to facilitate the
      replacement of the BEE Contract Verification process with the BEE Verification Agent
      process for the trading in SOLBE1 Shares on a date to be announced by Sasol, was
      approved:

                           Total shares voted                        Shares abstained

       For (%)        Against (%)       Number            %(1)       %(1)
      99.98          0.02              508 942 783      80.67     0.09

13. Special resolution number 6 revoking special resolution number 12 adopted by
    shareholders on 17 November 2017, and authorising the Company, pursuant to sections
    41(1) and (3) of the Act, the Sasol MOI and paragraph 5.51(g) of the Listings
    Requirements, to issue a number of SOLBE1 Shares not exceeding 150 000 000 (one
    hundred and fifty million) pursuant to the Automatic Share Exchange, to a director, future
    director, prescribed officer, or future prescribed officer of the Company or a person
    related or inter-related to the Company, or to a director or prescribed officer of the
    Company or a nominee of such a person, or non-public shareholders and related parties,
    and that the “Share Exchange Ratio” referred to in paragraph (d) of the reasons for and
    effect of special resolution number 5 passed at the 17 November 2017 General Meeting
    of the Company, shall be read as having the same meaning as applies to this special
    resolution number 6.”, was approved:

                            Total shares voted                    Shares abstained

      For (%)        Against (%)       Number           %(1)      %(1)
      87.82          12.18             499 883 213      79.24     1.53

Notes:
(1) Expressed as a percentage of 630 875 365 Sasol Issued Shares (comprising 624 544 018
    Sasol Ordinary Shares and 6 331 347 Sasol SOLBE1 Shares) as at the Voting Record
    Date of Friday, 9 November 2018.

16 November 2018
Sandton

Sponsor: Deutsche Securities (SA) Proprietary Limited

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