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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 2018 as set
on pages 66 to 77 of the Integrated report.
Ordinary resolution number 7
“RESOLVED THAT the remuneration policy for the year ended 31 March 2018 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 therefor.
5. Implementation of the remuneration policy
To consider and approve the implementation of the remuneration policy, details of which are set out in the Remuneration report for
the year ended 31 March 2018, set out on pages 66 to 77 of the Integrated report.
Ordinary resolution number 8
“RESOLVED THAT the implementation of the remuneration policy for the year ended 31 March 2018 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 therefor.
6. Appointment of the members of the Audit, Risk and Compliance Committee
To elect, by way of separate resolutions, the following independent non-executive directors, as members of the Company’s Audit,
Risk and Compliance Committee:
Ordinary resolution number 9
“RESOLVED THAT Mr DH Brown be and is hereby re-elected as a member of the Company’s Audit and Risk and Compliance
Committee.”
Ordinary resolution number 10
“RESOLVED THAT Mr SJ Macozoma be and is hereby elected as a member of the Company’s Audit, Risk and Compliance Committee.”
Ordinary resolution number 11
“RESOLVED THAT Ms BP Mabelane be and is hereby re-elected as a member of the Company’s Audit, Risk and Compliance Committee.”
The profiles of the directors up for membership appear in this notice of annual general meeting:
7. Special business
7.1 General authority to repurchase shares in the Company
Special resolution number 1
“RESOLVED THAT the Company, or any of its subsidiaries, be and they are hereby authorised, by way of a general authority, to
acquire ordinary shares in the Company, subject to the provisions of the Companies Act, No 71 of 2008, as amended (the Act),
and the Listings Requirements of the JSE Limited (‘the JSE’), provided that:
(a)
the general authority in issue shall be valid only until the Company’s next annual general meeting and shall not extend
beyond 15 (fifteen) months from the date of this resolution;
(b)
any general repurchase by the Company and/or any of its subsidiaries of the Company’s ordinary shares in issue shall not in
aggregate in one financial year exceed 5% (five percent) of the Company’s issued ordinary share capital at the time that the
authority is granted;
(c)
no acquisition may be made at a price more than 10% (ten percent) above the weighted average of the market price of the
ordinary shares for 5 (five) business days immediately preceding the date of such acquisition;
(d)
the repurchase of the ordinary shares are effected through the order book operated by the JSE trading system and done
without any prior understanding or arrangement between the Company and the counterparty (reported trades are prohibited);
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