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The profiles of the directors up for re-election appear in this notice of annual general meeting:
Vivek Badrinath (47)
Non-executive director
Member of the Remuneration Committee and the Nomination Committee
Engineering degrees from Ecole Polytechnique and Telecom ParisTech (France), Degree in Statistics
Vivek Badrinath joined Vodafone and the Executive Committee as CEO of AMAP in October 2016. He is responsible for Vodafone’s
operations in the Vodacom Group, India, Australia, Egypt, Ghana, Kenya, Qatar, New Zealand and Turkey. Prior to that, he was the
Deputy Chief Executive at the international hospitality group AccorHotels where he was responsible for marketing, digital solutions,
distribution and information systems. He was previously Deputy Chief Executive with Orange and has a long career in
telecommunications and technology. Prior roles include Executive Director responsible for Orange’s Business Services division,
leadership of Orange’s Global Networks and Operators division and Chief Technology Officer for Orange’s mobile activities. Vivek was
appointed to the Vodacom Group Board in December 2016.
Thoko Mokgosi-Mwantembe (55)
Independent non-executive director of Vodacom Group
Chairman of the Remuneration Committee and member of the Nomination Committee
Diploma in Teaching (Swaziland), BSc (Swaziland), MSc (Loughborough), SEP (Harvard USA), MCRP (IMD Switzerland)
Thoko is CEO of Kutana Investment Group and a director of companies such as at Knorr Bremse SA (Pty) Limited, Absa Bank, and
Aveng Group. Thoko has held a number of senior executive positions at Telkom, was Marketing Director at Lucent Technologies,
a Divisional Managing Director of Siemens Telecommunications, the CEO of Alcatel SA and, until November 2008, CEO of
Hewlett Packard South Africa. Thoko was the recipient of the BWA Businesswoman of the Year award in the corporate category in
2007. In 2005, she won the ICT Achiever of the Year award, Top ICT Businesswoman in Africa award and ICT Personality of the Year.
She was appointed to the Vodacom Group Board in May 2009.
Ronald Adrianus Wilhelmus Schellekens (52)
Non-executive director
Member of the Remuneration Committee, Nomination Committee and the Social and Ethics Committee
BA (Human Resources Management), MA (Management & Organisation)
Ronald is the Vodafone Group Human Resources Director and a member of the Vodafone Executive Committee. He is a former
Executive Vice-President HR for Shell’s Global downstream business. Before joining Shell, he spent nine years at PepsiCo and
eight years at AT&T in various senior positions. He was appointed to the Vodacom Group Board in February 2009.
3. Appointment of PricewaterhouseCoopers Inc. as auditors of the Company
To appoint PricewaterhouseCoopers Inc., as nominated by the Company’s Audit, Risk and Compliance Committee, as independent
auditors of the Company, to hold office until the conclusion of the next annual general meeting of the Company. It is noted that the
individual registered auditor who will undertake the audit during the financial year ending 31 March 2018 is Mr DB von Hoesslin.
Ordinary resolution number 5
“RESOLVED THAT PricewaterhouseCoopers Inc. be and are hereby appointed as the auditors of the Company to hold office until the
conclusion of the next annual general meeting.”
4. Approval of the remuneration policy
To consider and approve the remuneration policy as contained in the Remuneration report for the year ended 31 March 2017 as set
on pages 68 to 78 of the Integrated report and online at
www.vodacom.com .Ordinary resolution number 6
“RESOLVED THAT the remuneration policy for the year ended 31 March 2017 be and is hereby approved.”
Shareholders are reminded that in terms of King IV, the passing of this ordinary resolution is by way of a non-binding vote. Should
25% or more of the votes cast vote against this ordinary resolution, Vodacom undertakes to engage with shareholders as to the
reasons therefore.