0 , l - sasol · 0 , l j ~ execution version deed of trust for the sasol inzalo public facilitation...
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EXECUTION VERSION
DEED OF TRUST FOR THE SASOL INZALO PUBLIC FACILITATION TRUST
entered into between
SASOL LIMITED
(Registration No. 1979/003231/06)
and
ZAMILE DENGA
(Identity No.561226 5759 08 1)
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WHEREBY IT IS AGREED AS FOLLOWS:
1. NAME, REGISTRATION OF PROPERTY AND LEGAL PROCEEDINGS
1.1. The name of the trust hereby created is the Sasol lnzalo Public Facilitation Trust
1.2. With the prior Written consent of Sasol, which it undertakes that it shall not withhold
unreasonably, the Trustees may change the name of the Trust.
1.3. Legal proceedings instituted by or against the Trust may be instituted in the name of the
Trust.
2. INTERPRETATION
In this Trust Deed, unless it appears otherwise from the context -
2.1. words importing any one gender shall include the other two and words importing the singular
shall include the plural and vice versa;
2.2. the headings are used for reference and convenience only and shall in no way be used to
explain, amplify or modify or aid in the interpretation of this Trust Deed;
2.2.1. "Application Form" means an application form completed and signed by any
prospective Shareholder in respect of his/her/its application to subscribe for the
Public Investec Ordinary Shares and/or the Sasol Ordinary Shares as
contemplated in the relevant Prospectus;
2.2.2. "BEE Actn means the Broad-Based Black Economic Empowerment Act, No. 53
of 2003 and any regulations promulgated thereunder;
2.2.3. "BEE Scorecard" means the generic scorecard which is used as a basis for the
measurement of a person's BEE status, or such other scorecard or mechanism
as may be prescribed in terms of the Codes from time to time as a basis for the
measurement of a person's BEE status, provided that if there is more than one
scorecard or measurement mechanism which may be applicable to Sasol in
terms of the BEE Act or the Charter for the purposes of measuring Sasol's BEE
status at any given. time: Sasol shall determine, in its sole discretion, which such
scorecard or measurement mechanism shall be applicable for the purposes of
this Trust.Deed;
2.2.4. "Beneficiary• means Sasol lnzalo Foundation, a trust esta
the trust deed entered into between Sasol, Zamile Denga
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2.2.5 .
2.2.6.
2 .2.7.
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Nkabinde and Seadimo Hessie Chaba and having a vested right to the assets
of the trust at inception or if the Sasol lnzalo Foundation ceases to exist, the
beneficiary at that time shall be any entity having similar objectives as the Sasol
lnzalo Foundation designated in Writing by Sasol in its sole discretion as the
beneficiary of the Trust;
"Black Person/s"fBlack People" means the most stringent definition of "black
people" contained in either of the BEE Act, the Codes and the Charter which, as
at the Signature Date is the one contained in the Codes which define "black . people" to mean Africans, Coloureds and Indians who are natural persons and
who are South African citizens by :
2.2.5.1.
2.2.5.2.
birth or descent; or
naturalisation occurring:
2.2.5.2.1.
2.2.5.2.2.
prior to the commencement date of the Constitution
of the Republic of South Africa 1993; or
after that date but who would have qualified for
naturalisation prior to that date if it were not for the
apartheid policies in place in South Africa;
"Business Day" means any day other than a Saturday or a Sunday or an
official public holiday in South Africa;
"Charter'' means:
2.2.7.1.
2.2.7.2.
2.2.7.3.
the Charter for the South African Petroleum and Liquid Fuels
Industry on Empowering Historically Disadvantaged South Africans
in the Petroleum and Liquid Fuels Industry adopted by the liquid
fuels industry in November 2000;
the Broad Based Socio Economic Empowerment Charter for the
Mining Industry as developed in terms of the Mineral and Petroleum
Resources Development Act, 2002;
any other charter which may be applicable
subsidiaries,
including any amended or replacement charter;
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2.2.8.
2.2.9.
2.2.10.
2.2.11.
2.2.12.
2.2.13.
2.2.14.
2.2.15.
2.2.16.
2.2.17.
2.2.18.
2.2.19.
2.2.20.
4
"Codes" means the Codes of Good Practice promulgated in terms of
section 9(1) of the BEE Act;
~companies Act» means the Companies Act, 1973;
"Designated Period" means the period starting from the Effective Date until the
Sasol Final Date;
"Dispose" means to sell, cede outright, transfer, lend, distribute or otherwise
alienate or dispose and "Disposal" shall bear a corresponding meaning;
"Effective Date" means the date on which the Public Investec Invitation and/or
the Sasol Invitation closes;
"Encumbrance" means any mortgage, charge, pledge, hypothecation, lien,
cession or assignment by way of security, option, right to acquire, right of
pre-emption, preferential right or arrangement, right of retention or agreement to
confer security or any restriction or other arrangement whatsoever which has
the same or a similar effect to the granting of security and "Encumber" shall
have the appropriate meaning accordingly;
"First Trustee" means the Trustee referred to in clause 6 (Funding of the
Trust);
"Master" means the Master of the High Court of the Republic of South Africa;
"Net Revenue• means Trust Income remaining after the payment of or provision
for all costs and expenses lawfully incurred in connection with the administration
of the Trust;
"Public lnvestco" means Sasol lnzalo Public Limited (Registration
No. 2007/030646/06);
"Public lnvestco Invitation" means the invitation to Black people make an offer
to subscribe for Public Investec ·Ordinary Shares contained in the Public
lnvestco Prospectus;
"Public lnvestco Ordinary Shares"
Public Investec;
"Public lnvestco Prospectus• means the prospectus con
Investec Invitation ;
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2.2.21 .
2.2.22.
2.2.23.
2.2.24.
2.2.25.
2.2.26.
2.2.27.
2.2.28.
2.2.29.
2.2.30.
2.2.31.
2.2.32.
2.2.33.
1.3.1.
2.2.34.
s
"Registrar" means the registrar of companies, designated as such in terms of
the Companies Act;
"Sasol" means Sasol Limited (Registration No. 19791003231/06);
"Sasol Final Date" means the period ending on the 101h (tenth) anniversary of
the Effective Date or if that is not a Business Day, the first Business Day
thereafter or such earlier date determined as such by Sasol in a Written notice;
''Sasol Invitation" means the invitation ·to Black people make an offer to
subscribe for Sasol Ordinary Shares contained in the Sasol Prospectus;
"Sasol Prospectus" means the prospectus containing the Sasol Invitation;
"Sasol Ordinary Shares" means ordinary shares in the capital of Sasol;
"Shareholders" means those persons who are registered shareholders of
Public lnvestco and/or Sasol by subscribing for the Public lnvestco Ordinary
Shares and/or the Sasol Ordinary Shares (as the case may be) pursuant to a
Prospectus;
"Signature Date" means the date on which this Trust Deed is signed by the last
party to sign it;
"Statutes" means the Trust Property Control Act, 1988, and any other statute
applicable to trusts;
"Trust" means the Trust established in terms of this Trust Deed known as the
Sasol Jnzalo Public Facilitation Trust;
"Trustees" means the Trustees from time to time of the Trust;
"Trust Capital" means all donations including the money donated and the
capital contribution made in terms of clause 4 (Establishment and Object of the
Trust) and all capitalised Net Revenue;
"Trust Deed" means this trust deed, as amended from time to time;
"Trust Fund" shall mean the aggregate of the Trust
Revenue;
"Trust Income" means -
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2.2.35.
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2.2.34.1 . dividends or distributions received by the Trust on any Public
lnvestco Ordinary Shares and any Sasol Ordinary Shares from time
to time held by the Trust; and
2.2.34.2. all and any returns made by the Trust from any investments made
by it; and
2.2.34.3. all profits made by the Trust from the sale of any the Public Investec
Ordinary Shares and/or the Sasol Ordinary Shares (as the case
may be);
"Writing" means any writing however produced or communicated, including
telefax, e-mail and appearing in any one or more forms of any kind, including
print, typescript and manuscript, and "Written" shall have a corresponding
meaning.
2.3. If any provision in a definition is a substantive provision conferring rights or imposing
obligations on any interested party, notwithstanding that it is only in the interpretation clause,
effect shall be given to it as if it were a substantive provision of this Trust Deed.
2.4. Any reference to an enactment or subordinate legislation is to that enactment or subordinate
legislation as at the Signature Date and as amended or re-enacted from time to time.
2.5. Where any term is defined within the context of any particular clause in this Trust Deed, the
term so defined, unless it is clear from the clause in question that the term so defined has
limited application to the relevant clause, shall bear the meaning ascribed to it for all
purposes in terms of this Trust Deed, notwithstanding that that term has not been defined in
this interpretation clause.
2.6. The rule of construction that a contract shall be interpreted against the party responsible for
the drafting or preparation of such contract, shall not apply.
2.7. The words "include", "including" and "in particular" shall be construed as being by way of
example or emphasis only and shall not be construed as, nor shall they take effect as,
limiting the generality of any preceding word/s.
ESTABLISHMENT AND OBJECT OF THE TRUST
3.1 . There is hereby established the Sasol lnzalo Public Facilitation Trust.
3.2. The Trust has been established with the principal aims of:
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3.2.1. subscribing for such number as notified in Writing by Sasol, holding and
Disposing of the Public lnvestco Ordinary Shares and/or the Sasol Ordinary
Shares (as the case may be) as directed by Sasol, pending the identification
and selection of the appropriate Black Person/s by Sasol to acquire those
Public lnvestco Ordinary Shares and/or the Sasol Ordinary Shares (as the case
may be) thereby facilitating the acquisition of those Public lnvestco Ordinary
Shares and/or the Sasol Ordinary Shares (as. the case may be ) by the
appropriate Black Person/s;
3.2.2. acquiring, holding and Disposing of any Public lnvestco Ordinary Shares and/or
the Sasol Ordinary Shares {as the case may be) which any Shareholder is
obliged to Dispose of in terms of the relevant Application Form, pending the
identification and selection by Sasol of other appropriate Black Persons to
acquire those Public lnvestco Ordinary Shares and/or the Sasol Ordinary
Shares (as the case may be} thereby facilitating the acquisition of those Public
Investec Ordinary Shares and/or the Sasol Ordinary Shares {as the case may
be) by the appropriate Black Person/s;
3.2.3. completing and signing an Application Form in respect of any Public lnvestco
Ordinary Shares and/or the Sasol Ordinary Shares (as the case may be} as
contemplated in clause 3.2.1 and exercising all its rights and performing all its
obligations thereunder.
1.4. The Trust shall be administered by the Trustees for the benefit of the Beneficiary and in the
manner and upon the terms and conditions set out in this Trust Deed.
DONATION TO THE TRUST
4.1. Sasol irrevocably donates to the Trustees R 100,00 (one hundred rand) on the conditions
and subject to the trust herein set out.
4.2. The donation in clause 4.1 shall be owned by the Trustees in their official capacity, but
always subject to the terms of this Trust Deed.
FUNDING OF THE TRUST
5.1. Sasol shall make capital contributions and/or provide loans to the Trust or procu~re~!!!!!!!8......
third party makes capital contributions and /or provide loans to. the Trust for the
of enabling the Trust to achieve its objectives as set out in clause 3.2 un s
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shall not be distributed to the Beneficiary, but shall be fully utilised by the Trust before Sasol
is obliged to make any further capital contribution as contemplated in this clause 5.1.
5.2. Sasol shall further be obliged to give any guarantee or indemnity in respect of any of the
Trust's liabilities or obligations.
FIRST TRUSTEE
Zamile Denga is appointed by Sasol as the First Trustee of the Trust and by his signature hereto,
accepts the appointment and the said donation. The First Trustee undertakes to commence carrying
out all the duties, functions and obligations incumbent upon him hereunder as soon as the Master
has issued the letter of authority to him.
TRUSTEES
7.1. Number and Composition of Trustees
7.1.1. Save as may otherwise be required by the Codes and/or the Charter, there shall
at all times be at least 3 (three) Trustees in office for the valid exercise of the
powers and discharge of the duties of the Trustees in terms of this Trust Deed,
a majority of whom must be Black People who are not trustees or beneficiaries
of the Beneficiary and one of whom must be a Black woman.
7.1.2. At least 50% (fifty) percent of the Trustees must be independe~t persons who
are not employed by the Beneficiary nor Sasol nor must they have any direct or
indirect interest in Sasol or the Beneficiary.
7.1.3. The Trustees aside from the Trustee appointed by Sasol from time to time shall
be appointed, removed and replaced by the Beneficiary by Written notice to the
Trustees then in office. The Beneficiary shall be obliged to exercise the right of
appointing Trustees as necessary from time to time. The first 2 (two) Trustees
to be appointed by the Beneficiary, shall be appointed by the Beneficiary within
a period of 6 (six) months from the Signature Date. Sasol may from time to time
remove and replace any Trustee appointed by it (by Written notice to the
Trustees then in office, unless there is no other Trustee then in office).
7.1.4. If there are less than 3 (three) Trustees in office due to Sasol and/or the
Beneficiary not exercising its right of appointment (in . the case af..!!8"~1U.e
despite its obligation to do so in clause 7.1.3), then until it does
in office shall assume a person/s to act with them.
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7.2. Qualification, Disqualification of Trustees
7.2.1. Notwithstanding anything to the contrary contained in this clause 7.2 the
following persons shall be disqualified from acting as Trustee, and any Trustee
in office from time to ti!l'e that falls to be disqualified in terms hereof, shall be
deemed to have ipso facto resigned:
7.2.1.1.
7.2.1 .2.
7.2.1.3.
7.2.1.4.
7.2.1 .5.
7.2.1.6.
7.2.1.7.
7.2.1.8.
any person who would be disqualified from acting as a director of a
company in terms of the Companies Act;
any person who is a trustee or beneficiary of the Beneficiary;
any person removed from any office of trust on account of
misconduct;
any person whose estate has been sequestrated and has not yet
been rehabilitated;
any person who has been declared by a competent court to be
mentally ill or incapable of managing his own affairs or if he is by
virtue of the Mental Health Act. 1973, detained as a patient in an
institution or as a state patient;
any person who has been convicted in South Africa or elsewhere of
any offence of which dishonesty is an element or of any other
offence for which he has been sentenced to either imprisonment
without the option of a fine or a fine in excess of R5 000,00 (five
thousand rand);
any person who has been .dismissed from the employ of Sasol for
any reason whatsoever; and
any person whose appointment would in any way adversely impact
the points which Sasol may otherwise have been entitled to earn
under the BEE Scorecard.
7.2.2 . The office of a Trustee shall be automatically vacated if:
7.2.2.1 . he becomes disqualified in terms of clause 7.2.1;
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7.2.2.2.
7.2.2.3.
7.2.2.4.
7.2.2.5.
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he resigns his office by not less than 60 (sixty) days (or such shorter
period as the remaining Trustees may agree to) Written notice to
the remaining Trustees;
he dies;
he fails without being excused by the remaining Trustees to attend
3 (three) consecutive meetings of the Trustees; or.
if he is employed by Sasol or the Beneficiary, his employment is
terminated for any reason whatsoever by Sasol or the Beneficiary
(as the case may be).
7.2.3. No Trustee shall have the right during his lifetime or by last will to appoint his
successor or an alternative Trustee to serve as Trustee in his place and stead.
POWERS OF TRUSTEES
8.1. The Trustees shall have the following powers:
8.1.1. to perform all of their obligations contemplated in clause 11;
8.1.2. to borrow money from Sasol or any third party approved by Sasol in order to
subscribe for and/or acquire any of the Public Investec Ordinary Shares and/or
the Sasol Ordinary Shares (as the case may be) contemplated in clauses 3.2.1
and 3.2.2;
8.1.3. subject to authority having been conferred upon them by Sasol, to invest the
surplus moneys of the Trust in investments with any one or more of Nedbank
Limited, ABSA Bank Limited, Standard Bank Group Limited and First National
Bank Limited , on such terms and in such manner as they in their discretion
may determine provided always that the Trust does not incur any liability of
whatsoever nature from making such investment;
8.1.4. instead of acting personally to employ, as far as may reasonably be necessary,
and to pay, any legal adviser or any other person tc:i transact any business or do
any act of whatsoever nature required to be done pursuant to this Trust Deed,
including the receipt and payment of money, may be so el'T)ployed to act and
shall be entitled to charge and be paid by the Trust all reasonable pr. ~ ~
charges for any business or act done by him/her/it or his/h tf · '!)-
pursuance of this Trust Deed;
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8.2.
8.1.5. to delegate to any person the performance of all or any acts or the exercise of
all or any discretions which they are entitled to perform or exercise under this
Trust Deed but without relieving them of their responsibility or accountability in
terms hereof;
8.1.6. from time to time to use any voting rights attached to the any Public Investec
Ordinary Shares and/or the Sasol Ordinary Shares (as the case may be) in any
such manner as they may consider in the best interests of the Trust and to
cause such change to be made in the board of directors or in the other officers
of Public lnvestco and/or Sasol (as the case may be) as they may consider to
be in the best interests of the Trust and they shall be entitled to appoint or
cause to be appointed either one or more of themselves as such directors or
officers or cause some other person or persons to be so appointed on the basis
that such persons will act as nominees for the Trustees with, the right to receive
and retain remuneration for their seivices as directors or officers;
8.1.7. to carry out any administrative functions for the Trust;
8.1.8. subject to the Statutes, to open and operate accounts of all descriptions with
any registered bank;
8.1.9.
8.1.10.
8.1.11.
8.1.12.
8.1.13.
to draw, accept, make or endorse cheques, bills of exchange or promissory
notes for and on behalf of the Trust;
to exercise such further rights, powers and authorities as may from time to time
be conferred upon them by Written notice from Sasol;
to procure the audit of the Trust's books and records by the auditors of the
Trust;
to undertake or carry out any other activity or perform any other obligation
approved in Writing by Sasol and permissible under this Trust Deed; and
to attend shareholders' meetings of Public Investec or Sasol.
Without prejudice to anything aforesaid, the Trustees shall have locus standi in judicio and
be capable of bringing, defending, opposing, withdrawing, settling and/or otherwise acting in
connection with any proceedings whatsoever in or before any court, or in any arb·
before any other forum, provided that all costs reasonably incurred by them · t r-~~,,,_...l,.t...
shall be for the account of the Trust.
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9. VESTED RIGHT OF BENEFICIARY AND DISTRIBUTIONS TO THE BENEFICIARY
9.1. The Beneficiary shall have a vested right to the Trust Capital and the Trust Income from the
inception of the Trust, but distributions shall be made only in accordance with clause 9.2.
9.2. The Beneficiary shall only become entitled to the distribution of the whole or any portion of
the Trust Fund pursuant to the unanimous decision of the Trustees.
10. DAY-TO-DAY ADMINISTRATION
11 .
The day-to-day administration of the affairs of the Trust shall, at the election of Sasol, be undertaken
on behalf of the Trustees by Sasol itself, or by an independent person appointed, removed and
replaced from time to time by Sasol. If Sasol appoints an independent person to undertake the
day-to-day administr.ation of the Trust, Sasol shall bear the costs of such independent person so
appointed . ..
OBLIGATIONS OF THE TRUSTEES
The Trustees shall:
11 .1. subscribe 'tor the Public lnvestco Ordinary Shares and/or the Sasol Ordinary Shares (as the
case may be) as contemplated in clause 3.2.1;
11 .2. acquire any Public Investec Ordinary Shares and/or the Sasol Ordinary Shares (as the case
may be) which any Shareholder is obliged to dispose of in terms of the conditions contained
in the relevant Application Form. For the purposes of the acquisition referred to herein, the
Trµstees acknowledge that the Trust shall be deemed to have accepted any offer for the
acquisition of the Public lnvestco Ordinary Shares and/or the Sasol Ordinary Shares (as the
case may be) as contemplated in the relevant Application Form, and that the Trustees have
no discretion in that regard;
11 .3. Dispose of any Public Investec Ordinary Shares and/or Sasol Ordinary Shares (as the case
may be) subscribed for as contemplated in clause 11.1 or acquired as contemplated in
clause 11.2 when directed by Sasol to the Black Person/s selected by Sasol and at the
subscription or purchase price (as the case may be) , and on the other terms and conditions
directed by Sasol to the Trustees;
11 .4. not contravene the provisions of the Charter and/or the Codes;
11 .5. not incur any liabilities save as contemplated in this Trust deed and those ·
11 .6. not Encumber any of its assets;
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11. 7. prepare or shall procure that a set of financial statements of the Trust in respect of each
financial year is prepared, which statements shall be signed by the Trustees and reported on
by the auditors of the Trust;
11.8. report to Sasol on a quarterly basis on all the activities of the Trust. Notwithstanding this
clause 11.8, the Trustee appointed by Sasol shall be entitled but not obliged to report to
Sasol on the activities ·of the Trust at any time.
PROCEEDINGS OF TRUSTEES
12.1. For so long as the First Trustee contemplated in clause 6 (First Trustee) remains the sole
Trustee, she:
12.1.1. shall be entitled to act for and on behalf of the Trust;
12.1.2. alone may pass a resolution in Writing without a need for convening a meeting.
12.2. After the appointment of any additional trustee/s as contemplated in clause 7.1, any Trustee
is at all times entitled to convene a meeting of the Trustees by giving 14 (fourteen) days'
Written notice to the other Trustees, or such shorter notice as may be agreed by all of them
in Writing.
12.3. The Trustees shall meet together for the dispatch of business, adjourn and otherwise
regulate their meetings as they deem fit.
12.4. The Trustees may participate in a meeting of the Trustees by means of conference
telephone or similar equipment by means of which all persons participating in the meeting
can hear each other and any such participation in a meeting shall constitute presence in
person at the meeting.
12.5. A quorum for the purposes of meetings of the Trustees shall be constituted if the Trustee
appointed by Sasol and at least 1 (one) Trustee appointed by the Beneficiary are present at
such meeting. If within 30 (thirty) minutes from the time appointed for a meeting a quorum is
not present, the meeting shall stand adjourned to a date to be determined by the Trustees
(which date shall not be earlier than 7 (seven) days and no later than 14 (fourteen) days
after the date of the meeting) at the same time and place such place not available, at such
other place as the Trustees may determine}, and all the Trustees shall be notified~o~f!!!!!. ~~
date, time and place of the adjourned meeting. If at such adjournment of any sue
a quorum is not present within 30 (thirty) minutes from the time appointed for th a~~mn1v-~
meeting, those present at such meeting shall constitute a quorum. The ag
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12.7.
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adjourned meeting shall be the same agenda as for the meeting which was originally
scheduled.
Save as may be expressly otherwise provided in this Trust Deed or the Statutes, decisions
to be taken by the Trustees present at a meeting of Trustees shall be unanimous.
A resolution in Writing signed by all the Trustees shall be valid and effectual as if it had been
passed at a meeting of the Trustees duly called and constituted, and such resolution may be
signed in counterparts and shall have effect from the date of the last Trustee's signature.
12.8. The Trustees shall keep minutes of their meetings in Writing and all resolutions passed by
the Trustees shall be duly signed by a majority Trustees.
13. ACCOUNTING MATTERS, AUDIT AND BANKING AND OTHER ACCOUNTS
13.1. Proper books of account of the Trust shall be kept and such books, together with all other
papers and documents connected with or relating to the Trust, shall be kept at such place as
may be agreed upon by the Trustees and the same shall at all times be accessible to each
of the Trustees.
13.2. The Trustees shall immediately upon the coming into operation of this Trust Deed appoint an
auditor or auditors who shall hold office for such time and subject to such conditions as may
be determined by the Trustees and who may from time to time be replaced by the Trustees,
it being the intention, however, that there shall at all times be an auditor of the Trust. It is
specifically recorded that for so long as Sasol is obliged to consolidate the financial
statements of the Trust, the auditors of the Trust shall be one of Sasol's auditors. Every
auditor of the Trust shall have the right of access at all times to the books of account,
vouchers and records of the Trust, and shall be entitled to require from the Trustees such
information and explanations as may be necessary for the performa:ice of the duties of the
auditors. A Trustee or any firm of which a Trustee Is a partner or member shall be
competent and qualified to act as auditor of the Trust.
13.3. All moneys received on behalf of the Trust shall be deposited in one or more accounts with
registered banks to be maintained by the Trustees with such branch or branches of such
banks as they may deem fit, and all payments to be made on behalf of the Trust shall be
made by cheque drawn on such account or on one of such accounts or by cheque issued by
the bank with which a particular account is operated. Deposits may be the OE .s
signature of 1 (one) Trustee, but all operations upon the said accounts or ~;OIJ~m~~~
in accordance with resolutions passed by the Trustees from time to 1
resolution, upon the signatures of 2 (two) Trustees then acting.
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14. EXEMPTIONS
14.1.
14.2.
The Trustees (including any person assumed or appointed in the place of any Trustee) shall
be exempt from any obligation to furnish security in connection with their appointment and/or
for the due administration of the Trust to the Master or any other person, body or authority,
as provided for in any law now in force or to come into force relating to trusts and the
protection of trust moneys, and the Master and any such other person, body or authority are
hereby directed to dispense with "such security.
No Trustee shall be disqualified by his office from contracting with the Trust or any company
in which the Trust is interested nor shall any contract entered into by the Trust or any such
company in which any Trustee may be interested be invalidated or voided by reason of such
interest, nor shall any Trustee so contracting or being so interested or acquiring any benefit
under any contract entered into with the Trust or any such company be liable to account to
the Trust for any profits or benefits realized by or under such contract by reason only of
his/her holding that office: provided that he/she shall have disclosed to the remaining
Trustees the full nature of her interest before the making of the contract if it shall not already
have been known to her/him or them. For purposes of this clause 13.2, any Trustee
contracting with the Trust or any company in which the Trust is interested shall recuse
himself from any discussions in relation to such contracts by the Trustees.
14.3. Subject to the Statutes -
14.3.1.
14.3.2.
14.3.3.
14.3.4.
no Trustee shall be liable to make good to the Trust or the Beneficiary any loss
occasioned or sustained by any cause, howsoever arising, except such loss as
may arise from or be occasioned by his/her/its own personal dishonesty or other
wilful misconduct or gross negligence;
no Trustee shall be liable for any act of dishonesty or other misconduct
committed by any other Trustee unless she/he knowingly allowed it or was an
accessory thereto;
the Trustees shall be indemnified out of the Trust Fund against all claims and
demands of whatsoever nature, other than claims that may arise from or be
occasioned by her/his/its own personal dishonesty or other wilful misconduct or
gross negligence, that may be made upon them arising out of the exercise or
purported exercise of any of the powers hereby conferred upon 0~~...,
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found that some other person or persons is or are entitled thereto hereunder,
the Trustees shall nevertheless not be responsible for the moneys so paid.
NO REMUNERATION FOR TRUSTEES AND PAYMENT OF COSTS
15.1. The Trustees shall not be remunerated for their services as Trustees.
15.2. The Trustees shall be entitled to be reimbursed from the Trust for all reasonable expenses
incurred by them in and about the execution of their duties as Trustees including, if for any
reason they are at any time required to furnish security, the costs from time to time of
furnishing security.
16. APPLICATION OF THE TRUST FUND
16.1. The Trustees shall apply or expend the whole or any portion of the Trust Fund in:
16.1.1.
16.1 .2.
16.1.3.
repaying any amounts owing to Sasol or the third parties contemplated in
clause 5 (Donation to the Trust) by the Trust;
paying costs as contemplated in clause 16.3;
in making payments to the Beneficiary pursuant to the unanimous decision of
the Trustees in their discretion.
16.2. All distributions made by the Trustees shall be irrevocable and unconditional and be subject
to the terms of this Trust Deed.
16.3. All costs and expenses of the Trust shall be borne by the Trust out of Trust Income. If there
is any shortfall, Sasol shall pay same to the Trust by way of capital contributions or Joans.
17. PROTECTION OF BENEFICIARY'S RIGHTS AND INTERESTS
17.1. No rights, entitlements or interest of the Beneficiary under this Trust and no part thereof shall
be attachable by any creditor of the Beneficiary or vest in its Trustee in insolvency and ·if
prior to any payment being made to any Beneficiary it shall have committed or suffered any
act, default or process of law (other than a cession, assignment, pledge or other
encumbrance which the Trustees have not refused to recognise in terms of clause 17.3),
whereby such rights, entitlements or interests or any part thereof would but for the_ provisions
of this clause 17.1 become vested in or payable to any other party or
Beneficiary shall be declared insolvent or if an attachment is made or ex
or against the rights, entitlements or interests of the Beneficiary or any p
in any or all of such cases the rights, entitlements or interests of the Ben~~~nmm""'4il:"
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under this Trust shall immediately and entirely thenceforth ipso facto cease in which event
Sasol shall be entitled to introduce new Beneficiaries as it deems fit.
17.2. Any amounts that have vested in and been paid to the Beneficiary are excluded from the
operation of clause 17.1 .
17.3. The Trustees shall be entitled to refuse to recognise and to treat as null and void any
cession, assignment or pledge of the rights of the Beneficiary hereunder. The Trustees may
refuse to make any payment otherwise than direct to or on behalf of or for the benefit of the
Beneficiary under this Trust Deed.
18. DISSOLUTION OF THE TRUST
18.1.
18.2.
During the Designated Period, the Trust shall not be capable of being dissolved.
After the Designated Period, the Trust shall be dissolved upon a resolution to that effect by
the Trustees and the balance of the Trust Fund, after the settlement of all the Trust's
liabilities, shall be distributed to the Beneficiary unless Sasol provides a Written direction to
the Trustees not to dissolve the Trust.
19. AMENDMENT OF TRUST
This Trust Deed may only be amended by the unanimous decision of the Trustees with the prior
Written approval of Sasol.
20. MEDIATION
If any dispute arises between any of the parties in regard to the carrying into effect of any of the
parties' rights and obligations arising from this Trust Deed, such parties agree to negotiate with each
other in good faith in an effort to resolve such dispute. If such negotiations fail or do not occur within
3 (three) days after the dispute arises, the dispute shall not become the subject of litigation or
arbitration until it has been heard by a mediator unless such action is critical to avoid the prescription
of .,,a cause of action or right at law or in order to obtain an interdict, or otherwise to limit any material
damage to such party's interests. Such dispute shall be referred to mediation before a mediator
within 3 (three) days after the dispute arises if the good faith negotiations have not resulted in the
resolution of the dispute. The mediator shall be appointed by the parties or failing agreement by
them as to the mediator, shall be nominated by the chairperson for the time being of :...A;l!J!lte!!!!r!!!!!!!~
Dispute Resolution Association of South Africa (or its successor body). The m-~fjj~-!&tl~
terminate upon any one of the disputants withdrawing or the mediator informing the d. p .rai'il§:i~t:-tA4.
the mediator's opinion, no useful purpose will be achieved in continuing the
communications made by the disputants to the mediator or to each other during or in
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the mediation are made without prejudice to any rights which they may have and form part of bona
fide settlement negotiations. The mediator shall not be compelled by any disputant to disclose any
fact learnt in the course of the mediation in any subsequent legal proceedings which may take place
and the parties waive their right to require the mediator to testify regarding what transpired in the
mediation. The mediator shall:
20.1. be entitled to communicate and meet with any disputant either in the presence of the other
disputanVs or in private;
20.2. not disclose any information furnished in confidence by any one disputant to the mediator, to
any other disputant without the prior consent of the disputant who furnished the information;
20.3. act impartially and disclose to the disputants any relationship or dealings which the mediator
may have had with any of the disputants;
20.4. not make any decision which is binding upon the disputants, the resolution of the dispute
depending entirely upon the disputants achieving agreement pursuant to clause 21.1;
20.5. decide and certify if, in the event that the parties are unable to reach agreement on a issue
referred to him, whether the specific dispute is, on a reasonable assessment of the nature
and scope thereof, sufficiently material to require arbitration thereof.
21. ARBITRATION
21 .1. Save in respect of those provisions of this Trust Deed which provide for their own remedies
which would be incompatible with arbitration, a dispute which arises in regard to:
21 .1.1.
21 .1.2.
21 .1.3.
21 .1.4.
21 .1.5.
the interpretation of; or
the carrying into effect of; or
any of the parties' rights and obligations arising from; or
the termination or purported termination of or arising from the termination of;
this Trust Deed, or on any matter which in terms of this Trust Deed requires
agreement by the parties, (other than where an interdict is sought or urgent
relief may be obtained from a court of competent
submitted to and decided by arbitration.
21 .2. That arbitration shall be held :
22.
21.2.1.
21 .2.2.
21 .2.3.
19
with only the parties and their representatives (including their legal
representatives), present thereat;
at Johannesburg o~ Sandton.
It is the intention that the arbitration shall, where possible, be held and
concluded in 21 (twenty one) Business Days after it has been demanded. The
parties shall use their best endeavours to procure the expeditious completion of
the arbitration.
1.5. Save as expressly provided in this Trust Deed to the contrary, the arbitration shall be subject
to the arbitration legislation for the time being in force in South Africa.
21 .3. The arbitrator shall be an impartial senior counsel of not less than 10 (ten) years' standing
appointed by the parties or, failing agreement by the parties within 14 (fourteen) days after
the arbitration has been demanded, at the request of either of the parties shall be nominated
by the Chairman for the time being of the Johannesburg Bar Association (or its successor
body in Gauteng). If that person fails or refuses to make the nomination, either party may
approach the High Court of South Africa to make such an appointment. To the extent
necessary, the court is expressly empowered to do so.
21 .4. The parties shall keep the evidence in the arbitration proceedings and any order made by
any arbitrator confidential unless otheiwise contemplated herein.
21 .5. The arbitrator shall be obliged to give his award in Writing fully supported by reasons.
21 .6. The provisions of this clause are severable from the rest of this Trust Deed and shall remain
in effect even if this Trust Deed is terminated for any reason.
21 . 7. The arbitrator shall have the power to give default judgment if any party fails to make
submissions on due date and/or fails to appear at the arbitration.
DOMICILIUM CITANDI ET EXECUTANDI
22.1. The parties choose as their domicilia citandi et executandi for all purposes under this Trust
Deed, whether in respect of court process, notices or other documents or communications of
whatsoever nature, the following address:
22.1.1. Sasol:
Physical: 1 SturdeeAvenue
Rosebank
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22.1 .2.
Postal:
Telefax:
Johannesburg
2196
PO Box 5486
Johannesburg
2000
011 788 5091
SasolHR@Sasol.com
Marked for the attention of the Company Secretary
the Trustees:
Physical: 1 Sturdee Avenue
Rosebank
Johannesburg
2196
Postal: P 0 Box 5486
Johannesburg
2000
Telefax: 011 788 5091
E-mail SasolHR@Sasol.com
Marked for the attention of the Company Secretary
.20
22.2. Any notice or communication required or permitted to be given in terms of this Trust Deed
shall be valid and effective only if in Writing but it shall be competent to give notice by
telefax.
22.3. Either Sasol or the Trustees may by notice to the other of them change the physical address
chosen as its domicilium citandi et executandi to another physical address where postal
delivery occurs in South Africa or its telefax number, provided that the change shall become
effective on the 51h .(fifth) Business Day from the deemed receipt of the notice by the other
party.
22.4. Any notice to a party:
22.4.1.
deemed to have been received on the day of delivery unles
proved;
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For:
22.4.2.
22.4.3.
21
sent by telefax to its chosen telefax number stipulated in clause 22.1 shall be
deemed to have been received on the date of dispatch (unless the contrary is
proved);
sent by e-mail to its chosen e-mail address stipulated in clause 22.1, shall be
deemed to have been received on the date of despatch (unless the contrary is
proved}.
22.5. Notwithstanding anything to the contrary herein contained a Written notice or communication
actually received by a party shall be an adequate Written notice or communication to it
notwithstanding that it was not sent to or delivered at its chosen domicilium citandi et
executandi.
Signature: wh.o ~,, &4.\'t"t:f ~ j1.,i: ....; ~ 4-~~~<Jd:o.
Name: CAR/NE \AN DeN. BER'1 Date: IQ ~tJt, lo A PR.l L '1.oog Place: Rose-BA-NK
Witness:
Witness:
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Signature:
Name: ZAMILE DENGA
Date:
Place:
Witness:
Witness:
[]
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TABLE OF CONTENTS
I Clause number and description Page I 1. NAME. REGISTRATION OF PROPERTY AND LEGAL PROCEEDINGS ............................. .................. 2
2. I ITTERPR ET A TION ............ ., .. ..... ..... .. ........ ..... ............................................. ........................................... 2
3. ESTABLISHMENT AND OBJECT OF THE TRUST ........ .............. .................................... ...... ................ 6
4. DONATION TO THE TRUST ............................ ........................................ .................... ." .......... .. ............. 7
5. FUNDING OF THE TRUST ............................. ......... .. .......................................... .................................... 7
6. FIRST TRUSTEE ......................................................... c-. ..... .. .... ................................... ........ ........... .. ..... 8
1·. TRUSTEES .................................... ......................................... ................................................................. 8
8. POWERS OF TRUSTEES ...... .. ...... ... ...................................................................... ~ ............................. 10
9. VESTED RIGHT OF BENEFICIARY AND DISTRIBUTIONS TO THE BENEFICIARY ....... ... ...... ... ..... 12
10. DAY-TO·OAY ADMINISTRATION .... .. ....... ... ...... ................................................................... ................ . 12
11. OBLIGATIONS OF THE TRUSTEES ............... ............... .. ........... ....................................... ..... ........ .. .. . 12
12. PROCEEDINGS ·OF TRUSTEES ... ................................................... ........................ ........................... 13
13. ACCOUNTING MATTERS, AUDIT ANO BANKING ANO OTHER ACCOUNTS ................................. 14
14. EXEMPTIONS .............. ......... ....................................................................................................... ......... 15
15. NO REMUNERATION FOR TRUSTEES ANO PAYMENT OF COSTS .. .... .................................. ....... 16
16. APPLICATION OF THE TRUST FUND ... ................................... ....................................................... ... 16
17. PROTECTION OF BENEFICIARY'S RtGHTS AND INTERESTS .................. ............................... ....... 16
18. DISSOLUTlON OF THE TRUST ................. ........................................... .. .............................................. 17
19. · ~ENDMENT OF TRUST ................................................ ....................................................... , ............. 17
20. MEDIATION ............................................ .... ............ .... ... ..................... ... ............................................... 17
· 21. ARBITRATION ....... ... ._ ................................ ..... ...... .... .......................... ..... ...................... ................. ....... 18
22. OOMICILIUM CITANDI ET EXECUTANDI .... .................... .. ........................................................... ....... 19
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