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73

Our business

Our performance

Our governance

Administration

When evaluated against the potential vesting ranges applicable to

the Vodacom and Vodafone awards, the following table illustrates

the possible ranges as a percentage of GP:

% of GP

Mini-

mum

vesting =

0%

Thres-

hold

vesting

Target

vesting =

100%

Maximum

vesting

200% for

Vodacom

250% for

Vodafone

Vodacom award

0% 56.0% 140% 280%

Vodafone award

0% 22.5% 50% 125%

Total award

0% 78.5% 190% 405%

In order to ensure the Vodacom CEO maintains a high level of

shareholder alignment, a minimum shareholding requirement is

introduced as follows:

g

g

200% of GP

in Vodacom shares; and

g

g

100% of GP

in Vodafone shares.

The total share ownership guideline for the Vodacom CEO is thus

300% of GP

.

Should the Vodacom CEO not meet the minimum shareholding

requirements at the time of the LTIP awards, then the award levels

of the Vodacom and Vodafone awards will be reduced below the

target award levels indicated.

Summary of changes

In summary, there is no change to the remuneration policy for

FY2019 for all employees other than the Vodacom CEO. The only

change implemented impacts the long-term incentive of the CEO

where the structure is simplified through the removal of the

matching components.

The targeted LTIP remuneration of 190% of guaranteed package

remains unaltered from the current policy; however, the maximum

potential for long-term incentives is reduced from 430% to 405%.

Section 3

Implementation and remuneration disclosure of

the CEO, CFO and non-executive directors

The implementation report details the outcomes of implementing

the approved policy in the current financial year, as detailed in

section 2(a) of this report.

2018 GP

The annual salary review process undertaken by the committee

analysed market benchmarking and risks associated with

retention of key management personnel. In the light of this

analysis, the committee approved the following increases for the

CEO and CFO:

Executive

directors

2018

2017

%

increase Currency

MS Aziz Joosub

10 600 000

10 000 000

6.0

ZAR

T Streichert

359 531

340 260

5.6

GBP

The GP figures above includes retirement fund contributions,

medical aid and company car.

2018 STIP performance

The graphic below shows the extent to which the Group targets

were met for the year that ended 31 March 2018.

Metric

Weight

Min

0%

Target

100%

Max

200%

Result

%

Service revenue 20%

20.4

EBITDA

20%

21.3

Operating free

cash flow

20%

21.2

Customer

appreciation

40%

54.0

The overall achievement of target was 116.9%. The comparable

Group STIP achievement for 2017 was 108.6%.

Based on a combination of Group and individual performance (as

detailed in the remuneration policy) the resultant STIP awards for

the CEO and CFO were:

Executive directors

2018

2017 Currency

MS Aziz Joosub

12 391 400

10 860 000

ZAR

T Streichert

221 818

199 390

GBP

The increase in STI is directly attributed to the improved

business performance.

LTIP performance

Achievement of the 2018 LTIP represents the final vesting

percentage for awards made in June 2015 where the three-year

performance period concluded on 31 March 2018. These units will

vest in June 2018 and will be disclosed in the table of single total

figure of remuneration at the year-end share price of R153.07 for

Vodacom shares.

Metric

Weight

Min

20%

Target

50%

Max

100%

Result

%

Operating free

cash flow

70%

51.8

TSR

30%

24.8

The overall achievement was 76.6%. The comparable Group LTIP

achievement for 2017 was 53%.

Based on a combination of policy and talent rating (as detailed in

the remuneration policy) LTIP awards were made to the CEO and

CFO in June 2017.