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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-third annual general meeting of the Company will be held on Tuesday

17 July 2018, at Vodacom World, 082 Vodacom Boulevard, Midrand, Johannesburg, South Africa at 10:00 to conduct

the following business:

1. Adoption of the audited consolidated annual financial statements

To receive and consider the audited consolidated annual financial statements for the year ended 31 March 2018.

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 2018, be and are hereby received and adopted.”

Copies of the full audited consolidated annual financial statements for the year ended 31 March 2018 are

obtainable from the Company’s website

www.vodacom.com .

2. Election of directors

To elect by way of separate resolutions:

2.1 Mr SJ Macozoma 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 SJ Macozoma be and is hereby elected as a director of the Company.”

2.2 Ms BP Mabelane and Messrs DH Brown and M Joseph 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 Mabelane and Messrs Brown and Joseph are eligible for re-election as directors. .

Ordinary resolution number 3

“RESOLVED THAT Ms BP Mabelane be and is hereby re-elected as a director of the Company.”

Ordinary resolution number 4

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

Ordinary resolution number 5

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

The profiles of the directors up for re-election appear in this notice of annual general meeting:

Sakumzi (Saki) Justice Macozoma (60)

Lead independent non-executive director

Chairman of the Social and Ethics Committee

Member of the Audit, Risk and Compliance Committee

(BA from the University of South Africa (Unisa))

Mr Sakumzi (Saki) Macozoma is a prominent businessman in South Africa. He is the chairman of Safika Holdings

and Tshipi é Ntle and Ntsimbintle Mining and a director at Volkswagen South Africa. Saki was a former chairman of

Liberty Life Holdings and deputy chairman of the Standard Bank Group. He is the past president of Business

Leadership South Africa. Saki was a former managing director of Transnet, former chairman of the MTN Group and

the Parliamentary Portfolio Committee for Communications. In 2012, he was recognised for his work in civil

society where Unisa bestowed on him the Calabash award for his fight against oppression during the apartheid

regime. The Calabash award is one of the highest honours that could be bestowed on an individual by Unisa.

Saki was appointed to the Vodacom Group Board in July 2017.

Notice of annual general meeting

83

Our business

Our performance

Our governance

Administration