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Vodacom Group Limited
Integrated report for the year ended 31 March 2016
90
Notice of annual general meeting
continued
The Board undertakes that it will not adopt a resolution to authorise such financial assistance, unless it is satisfied that:
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immediately after providing the financial assistance, the Company would satisfy the solvency and liquidity test
(‘solvency and liquidity test’ will have the meaning attributed to such term in section 4 of the Act);
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À
the terms under which the financial assistance is proposed to be given are fair and reasonable to the Company; and
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the provisions of the Company’s memorandum of incorporation relating to the provision of such financial assistance are
complied with, all as required by the relevant provisions of the Act.”
Record date
The record date for shareholders to be registered in the books of the Company for purposes of being entitled to attend, speak and vote at the
21st annual general meeting is Friday 8 July 2016.
In accordance with the Act, shareholders attending the annual general meeting will need to present reasonable satisfactory identification
such as an identity book, passport or driver’s licence.
Participation by way of electronic means
Shareholders or their proxies may participate in the annual general meeting by way of electronic means. Such shareholder (or proxy) will need
to contact Mr Lebogang Mogoane at Vodacom on +27 11 653 5922 by no later than 09:00 on Friday 15 July 2016 so that the Company can
provide for a teleconference dial-in-facility. Shareholders must ensure that, when such shareholder intends to participate via teleconference
that the voting proxies are sent through to the transfer secretaries, Computershare Proprietary Limited by no later than 13:00 on Monday
18 July 2016. Participants must dial the following number, five (5) minutes prior to start of the annual general meeting: +27 11 535 3600.
Voting and proxies
Ordinary shareholders are entitled to attend, speak and vote at the annual general meeting.
Ordinary shareholders may appoint a proxy to attend, speak and vote in their stead. A proxy need not be a shareholder of the Company.
In accordance with the Company’s memorandum of incorporation, voting shall be by ballot only.
Special resolutions to be adopted at this annual general meeting require approval from 75% of the shares represented in person or by proxy at
this meeting. Ordinary resolutions to be adopted only require approval of a simple majority.
Shareholders holding dematerialised shares, but not in their own name must furnish their Central Securities Depositary Participant (CSDP) or
broker with their instructions for voting at the annual general meeting. If your CSDP or broker, as the case may be, does not obtain instructions
from you, it will be obliged to act in accordance with your mandate furnished to it, or if the mandate is silent in this regard, complete the form
of proxy enclosed.
Unless you advise your CSDP or broker, in terms of the agreement between you and your CSDP or broker by the cut off time stipulated therein,
that you wish to attend the annual general meeting or send a proxy to represent you at this annual general meeting, your CSDP or broker will
assume that you do not wish to attend the annual general meeting or send a proxy.
If you wish to attend the annual general meeting or send a proxy, you must request your CSDP or broker to issue the necessary letter of
authority to you. Shareholders holding dematerialised shares, and who are unable to attend the annual general meeting and wish to be
represented thereat, must complete the form of proxy enclosed in accordance with the instructions therein and lodge it with or mail to the
transfer secretaries.
Forms of proxy (which formmay be found enclosed) should be forwarded to reach the transfer secretaries, Computershare Proprietary Limited
by no later than 13:00 on Monday 18 July 2016.
The completion of a form of proxy does not preclude any shareholder attending the annual general meeting.
By order of the Board
Sandi Linford
Group Company Secretary
17 June 2016