Vodacom Integrated Report 2017

Vodacom Group Limited

Integrated report for the year ended 31 March 2017

The Board undertakes that it will not adopt a resolution to authorise such financial assistance, unless the directors are satisfied that:

Immediately after providing the financial assistance, the Company would satisfy the solvency and liquidity test as contemplated in

the Act; and

The terms under which the financial assistance is proposed to be given are fair and reasonable to the Company.

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 twenty-second annual general meeting is Friday 7 July 2017.

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 drivers’ 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 Ngcobo at Vodacom on

by no later than 09:00 Friday 14 July 2017 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 Investor Services (Proprietary) Limited

by no later than 10:00 Monday 17 July 2017. Participants must dial the following number, five (5) minutes prior to start of the annual

general meeting

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 it

to the transfer secretaries.

Forms of proxy (which formmay be found enclosed) should be forwarded to reach the transfer secretaries, Computershare Investor Services

(Proprietary) Limited by no later than 10:00 on Monday 17 July 2017.

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

15 June 2017

Notice of annual general meeting

continued