Vodacom Integrated Report 2018

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7.2 Increase in non-executive directors’ fees
Special resolution number 2
“RESOLVED THAT the level of non-executive directors’ fees be increased by 5.5% with effect from 1 August 2018 on the basis set out
as follows:
Current fee
R
Proposed fee
R
Increase
%
Chairman of the Board1 2 600 000 2 743 000 5.5
Lead independent directors 585 000 617 175 5.5
Member of the Board 450 000 474 750 5.5
Chairman of the Audit, Risk and Compliance Committee 322 000 339 710 5.5
Member of the Audit, Risk and Compliance Committee 184 000 194 120 5.5
Chairman of the Remuneration Committee 245 000 258 475 5.5
Member of the Remuneration Committee 140 000 147 700 5.5
Chairman of the Nomination Committee 210 000 221 550 5.5
Member of the Nomination Committee 120 000 126 600 5.5
Annual fees for all other committees such as the Social and Ethics Committee and any ad hoc committee shall be as follows:
Chairman 221 550
Member 126 600
1. This is an all in fee. The Chairman does not earn any other fees other than this despite being the Chairman of the Nomination Committee and member of the
Social and Ethics Committee.
Ad hoc committees may be set up from time to time to deal with special items requiring attention by the Board. Instead of convening
a full Board meeting, these ad hoc committees then meet to review the matter concerned.
Reason for and effect of special resolution number 2
The reason for proposing special resolution number 2 is to ensure that the level of fees paid to non-executive directors remain
competitive to enable the Company to attract and retain persons of the calibre required in order to make a meaningful contribution
to the Company, having regard to the appropriate capability, skills and experience required.
The effect of special resolution number 2 is the level of fees as set out above is increased with effect from 1 August 2018.
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-third annual general meeting is Friday 6 July 2018.
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 on Friday 13 July 2018 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 on Monday 16 July 2018. Participants must dial the following number, five (5) minutes prior to start of the annual
general meeting .
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