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Form of proxy
Our performance
Our business
Governance review
Administration
Overview
Vodacom Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1993/005461/06)
(ISIN: ZAE000132577 Share code: VOD)
ISIN: US92858D2009 ADR code: VDMCY)
(‘Vodacom’ or ‘the Company’)
For use by certified and dematerialised shareholders who have ‘own name’ registration of securities at the annual general meeting to be held
at 13:00 at Vodacom World, 082 Vodacom Boulevard, Midrand, Johannesburg, South Africa on Tuesday 19 July 2016.
I/We (Please print full names)
being the holders of
shares in the Company, hereby appoint (see note 1)
1.
or failing him/her,
2.
or failing him/her,
the Chairman of the annual general meeting as my/our proxy to attend and speak and vote for me/us on my/our behalf at the annual general
meeting which will be held for the purpose of considering and, if deemed fit, passing the ordinary and special resolutions to be proposed and
at each adjournment of the meeting and to vote for or against the ordinary and special resolutions or to abstain from voting in respect of the
shares in the issued capital of the Company registered in my/our name/s, in accordance with the following instructions (see note 2).
Insert an ‘X’ or the number of shares (see Note 2)
Number of ordinary shares
For
Against
Abstain
1.
Ordinary resolution number 1
Adoption of audited consolidated annual financial statements
2.
Ordinary resolution number 2
Election of Mr T Streichert as a director of the company
3.
Ordinary resolution number 3
Election of Mr M Pieters as a director of the company
4.
Ordinary resolution number 4
Re-election of Ms S Timuray as a director of the company
5.
Ordinary resolution number 5
Re-election of Mr JWL Otty as a director of the company
6.
Ordinary resolution number 6
Re-election of Mr PJ Moleketi as a director of the company
7.
Ordinary resolution number 7
Re-election of Mr MS Aziz Joosub as a director of the company
8.
Ordinary resolution number 8
Appointment of PricewaterhouseCoopers Inc. as auditors of the Company
9.
Ordinary resolution number 9
Approval of the remuneration philosophy
10.
Ordinary resolution number 10
Re-election of Mr DH Brown as a member of the Audit, Risk and Compliance
Committee of the Company
11.
Ordinary resolution number 11
Re-election of Mr PJ Moleketi as a member of the Audit, Risk and Compliance
Committee of the Company
12.
Ordinary resolution number 12
Re-election of Ms BP Mabelane as a member of Audit, Risk and Compliance
Committee of the Company
13.
Special resolution number 1
General authority to repurchase shares in the Company
14.
Special resolution number 2
Increase in non-executive directors’ fees
15.
Special resolution number 3
Section 44 and 45 Approval – financial assistance to staff and executives of the Group
to subscribe for or acquire options or securities shares in the Company
(Indicate with an ‘x’ or the relevant number of shares, in the applicable space, how you wish your votes to cast).Unless otherwise directed the
proxy will vote as he/she thinks fit.
Signed at
on
2016
Signature
Assisted by me (where applicable)
Completed forms of proxy must be lodged with Computershare Proprietary Limited by no later than 13:00 on Monday 18 July 2016.
Please read the notes on the reverse side of this proxy form.