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In the event that an executive or an employee becomes unable to

perform their duties as a result of disability, they will receive a

monthly income of 75% of their monthly pensionable salary. The

disability premiums are also funded from the GP.

All employees, including executive directors and prescribed officers,

with the exception of those employees who are on a commission,

quarterly or bi-annual bonus structure, participate in an annual

short-term incentive plan. Incentive payments are discretionary, and

payments made under the plan are dependent on both business

and personal performance. Payments are delivered in cash in June

each year after finalisation of Vodacom Group’s consolidated annual

financial results and no deferral is applied.

Short-term incentives (STI)

Our incentive plans used to reward the performance of our

executive directors, prescribed officer and senior managers include

measures linked to our key performance indicators. The bonus

pay-out for the 2016 financial year was dependent upon

performance across three financial measures (service revenue,

EBITDA and adjusted free cash flow) and one strategic measure

(customer appreciation assessment). The financial measures each

have an equal weight of 20% and customer appreciation 40%. The

customer appreciation assessment was based on a market-by-

market assessment of measures, including NPS performance,

relative revenue market share and brand consideration.

The weighting for each measure is detailed below:

% weighting

2016

2017

(Unchanged)

Service revenue

20%

20%

EBITDA

20%

20%

Operating free cash flow

20%

20%

Competitive performance

40%

40%

As in previous reports, we will disclose the details of our STI

targets; however, as these are commercially sensitive, we will

only disclose the targets in the report following completion of

the financial year.

The on-target and bonus cap percentages are set out below:

Role

On-target % Maximum%

CEO

100%

200%

Executive director

60%

180%

Prescribed officers

50% – 60% 150% – 180%

Where annual targets are achieved in full, 100% of the on-target

bonus will be paid. In instances where target goals are exceeded,

more than 100% of the on-target bonus is paid, but in all cases the

cash bonus is capped at a percentage of the GP. Where the bonus

targets are not achieved in full, a pro rata bonus is paid only if the

threshold performance level has been achieved.

The formula for determining the CEO’s cash bonus is:

GP

x

x

100%

On-target incentive

0% to 200%

Business performance

multiplier

The formula for determining the cash bonus for the executive directors is:

x

x

x

GP

60%

On-target incentive

0% to 200%

Business performance

multiplier

0% to 150%

Personal multiplier

The formula for determining the cash bonus for the other prescribed officers is:

GP

50% to 60%

On-target incentive

0% to 150%

Personal multiplier

0% to 200%

Business performance

multiplier

x

x

x

Our performance

Our business

Governance review

Administration

Overview

69