Sasol Form 20-F for the year ended 30 June 2021 - Book - Page 92
A dividend entitlement lapses if it is
unclaimed by any shareholder for a period of not less
than 12 years and the board of directors resolves that it
be forfeited. If a dividend is forfeited, it belongs to the
company.
declaring dividends or other distributions (subject to the
solvency and liquidity requirements being met).
However, if the directors do declare dividends or other
distributions, it is only the shareholders who
participate.
For further information on our dividend
policy, see “Item 8.A—Consolidated statements and
other financial information” and our Registration
Statement.
Rights to surplus in the event of liquidation.
The ordinary shares and the Sasol BEE ordinary shares
each rank pari passu if there is a surplus on winding up.
Redemption provision. There are no
redemption provisions relating to the ordinary shares
and the Sasol BEE ordinary shares.
Voting rights including whether directors
stand for re-election at staggered intervals and the
impact of that arrangement where cumulative voting is
permitted or required. Each Sasol BEE ordinary share
ranks pari passu with each ordinary share in relation to
the right to vote at shareholders’ meetings of the
company.
Sinking funds. There are no sinking funds.
Liability for further capital calls by the
company. The Companies Act allows for partly paid
shares to be issued under certain circumstances. The
company is prohibited by our MOI from making use of
these provisions.
Our non-executive directors, and alternate
directors (if the board has resolved to permit election of
alternate directors at an annual general meeting, failing
which as alternate directors are required to be elected
by the MOI, there will be no alternate directors
elected), are elected by our shareholders at the annual
general meeting. Broadly speaking a third of the nonexecutive directors retire each year in rotation but are
eligible for re-election unless they have been in office
for 12 years, but in addition all non-executive directors
in office for five years since last election prior to
November 2016 or in office for nine years since first
election must retire. As between directors of equal
seniority, the directors to retire, in the absence of
agreement, will be selected from among them in
alphabetical order. The election is carried out in a series
of votes on the candidacy of a single individual to fill a
single vacancy. For more details regarding the rotation
of directors, see information provided in our
Registration Statement.
There are no other types of capital calls which
the company could make against its shareholders. In
particular, the MOI expressly provides that no
obligation may be imposed, in respect of a distribution
of capital, that the company is entitled to be subscribed
again. This is not required under the Companies Act
nor the JSE Listings Requirements.
Discriminatory provisions against substantial
shareholders. There are no discriminatory provisions in
our MOI against any holder of shares as a result of such
holder owning a substantial number of shares in the
company.
4. Changing rights of holders of shares
In terms of our MOI, the rights attached to any
shares or the conversion of any of our shares (whether
issued or not) into shares of another class, may only be
effected by a change to the MOI by special resolution.
The directors determine the appropriate
number (determined by the directors within the
minimum and maximum limits stipulated in the MOI
(being 10 and 16 directors respectively)) and the
suitable persons (with the assistance of the Nomination
and Governance Committee) to recommend to the
shareholders for election / re-election as directors from
time to time. In addition, any shareholder may
nominate a person for consideration for election as a
director.
If the rights, privileges or conditions of any
class of shareholders will be adversely affected, then
provision is made in the MOI for a separate class
meeting of the holders of such class of shares. There is
no such requirement in the Companies Act.
In addition, shareholders have appraisal rights
under the Companies Act if we amend our MOI by
altering the preferences, rights, limitations or other
terms of any class of our shares in a manner that is
materially adverse to the rights or interests of holders of
Shareholder right to share in the company
profits. There is no absolute right for shareholders to
share in profits. They are dependent upon the directors
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