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The YeboYethu Employee Participation Trust (YeboYethu)

In July 2008, YeboYethu acquired 3.44% of Vodacom South Africa in

our R7.5 billion BBBEE transaction. All permanent South African

employees were able to participate in the Trust. Of the 1.875 billion

units available to the Trust, 75% was allocated to employees on

1 September 2008. The remaining 25% was set aside for future

employees on a sliding scale over the next five years. On

1 September 2014, the last of the available units were allocated

to employees. The allocation is weighted 70/30 in favour of

black employees.

The units will be converted into YeboYethu shares in March 2019.

Non-executive directors

Our business benefits from active non-executive directors who do a

lot more than attend meetings. Non-executive directors, therefore,

receive a yearly fee for their services on the Board and committees

rather than a fee for meetings attended.

The Board considered the King III recommendation that fees for

non-executive directors comprise a base fee, as well as an

attendance fee per meeting. In light of the current non-executives’

attendance record it has been decided not to change the current

policy of a set annual fee. This policy will be reviewed annually with

due consideration of attendance records.

If non-executive directors are requested to leave there is no

contractual compensation for loss of office. Non-executive directors

do not receive short- or long-term incentives.

Our memorandum of incorporation states that shareholders must

approve these fees at the AGM.

The annual fee paid to the Chairman of the Board includes all

committee fees.

Shareholding

Details of the beneficial interests of directors and prescribed officers

in the Company’s ordinary shares, excluding interests in the

long-term incentive plans, are set out in the directors’ report online

on

www.vodacom.com.

Funding of share plans and dilution

Details of the shares used for the FSP and the related dilution are

set out in the consolidated annual financial statements and the

directors’ report, which is available on

www.vodacom.com .

All

awards granted under the FSP are settled through the purchase of

treasury shares or shares purchased in the market and not by newly

issued shares.

Remuneration report

continued

Section 2

2016 Remuneration tables

In this section we summarise the actual remuneration packages

paid to our Executive directors and Prescribed officers compared to

2015. The annual guaranteed package for Executive directors and

Prescribed Officers are set out in the tables below. These amounts

are based on the annualised value of the monthly package in

March 2016.

Executive directors

2016

R

2015

R

Increase

%

MS Aziz Joosub

8 000 000

7 300 000

9.6

T Streichert

1

(GBP)

315 445

–

–

Prescribed officers

2016

R

2015

R

Increase

%

V Jarana

4 000 000

3 650 000

9.6

V Marthur

2

(INR)

24 186 327

–

–

1. Appointed 1 August 2015.

2. Appointed 16 November 2015.

Vodacom Group Limited

Integrated report for the year ended 31 March 2016

72