Vodacom Integrated Report 2017

Vodacom Group Limited

Integrated report for the year ended 31 March 2017

Notice of annual

general meeting

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”)

Notice is hereby given that the twenty-second annual general meeting of the Company will be held on Tuesday 18 July 2017,

Vodacom World, 082 Vodacom Boulevard, Midrand, Johannesburg, South Africa at 10:00 to conduct the following business:

1. Adoption of audited consolidated annual financial statements

To receive and consider the audited consolidated annual financial statements for the year ended 31 March 2017.

Ordinary resolution number 1

“RESOLVED THAT the audited consolidated annual financial statements of the Company and its subsidiaries, together with

the auditors, Audit, Risk and Compliance Committee and directors’ reports for the year ended 31 March 2017, be and are hereby

received and adopted.”

Copies of the full audited consolidated annual financial statements for the year ended 31 March 2017 are obtainable from the

Company’s website

www.vodacom.com .

2. Election of directors

To elect by way of separate resolutions:

2.1 Mr V Badrinath as a director, having been appointed since the last annual general meeting of the Company is in accordance with

the provisions of the Company’s memorandum of incorporation, obliged to retire at this annual general meeting.

Ordinary resolution number 2

“RESOLVED THAT Mr V Badrinath be and is hereby elected as a director of the Company.”

2.2 Ms TM Mokgosi-Mwantembe and Messrs MP Moyo and RAW Schellekens are obliged to retire by rotation at this annual

general meeting in accordance with the provisions of the Company’s memorandum of incorporation. Having so retired,

Ms Mokgosi-Mwantembe and Mr Schellekens are eligible for re-election as directors. Mr Moyo has indicated that he is not

available for re-election and, therefore, will retire as Chairman and director of the Company at the conclusion of this annual

general meeting.

Ordinary resolution number 3

“RESOLVED THAT Ms TM Mokgosi-Mwantembe be and is hereby re-elected as a director of the Company.”

Ordinary resolution number 4

“RESOLVED THAT Mr RAW Schellekens be and is hereby re-elected as a director of the Company.”