VODACOM GROUP LIMITED - Result of annual general meeting

Result of annual general meeting

Vodacom Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1993/005461/06)
(Share code: VOD ISIN: ZAE000132577)
(ADR code: VDMCY ISIN: US92858D2009)
(“Vodacom Group” or “the Company”)

Result of annual general meeting

Shareholders are advised that at the twenty-second annual general meeting of Vodacom Group held
today, Tuesday 18 July 2017, the ordinary and special resolutions as set out in the notice of
annual general meeting were passed by the requisite majorities. The number of shares present and
outcome of the voting are set out as follows:

72 shareholders holding 1 351 223 911 ordinary shares were present in person or represented by proxy.
This represented 90.81% of the issued ordinary shares.

Ordinary resolution number 1 – adoption of audited consolidated annual financial statements
Number of shares voted:     1 349 422 500
Number of shares for:       1 349 418 697          100%
Number shares against:              3 803
Number of shares abstained:     1 801 311

Ordinary resolution number 2 – election of Mr V Badrinath as a director
Number of shares voted:     1 349 837 858
Number of shares for:       1 239 428 878          91.82%
Number shares against:         110 408 980          8.18%
Number of shares abstained:      1 386 027

Ordinary resolution number 3 – re-election of Mr TM Mokgosi-Mwantembe as a director
Number of shares voted:     1 349 838 182
Number of shares for:       1 347 903 562          99.86%
Number shares against:          1 934 620          0.14%
Number of shares abstained:     1 385 729

Ordinary resolution number 4 – re-election of Mr RAW Schellekens as a director
Number of shares voted:     1 349 828 416
Number of shares for:       1 240 028 614          91.87%
Number shares against:        109 799 802          8.13%
Number of shares abstained:     1 388 152

Ordinary resolution number 5 – appointment of PricewaterhouseCoopers Inc. as auditors of the
Company
Number of shares voted:     1 349 308 606
Number of shares for:       1 349 290 991     100%
Number shares against:             17 615
Number of shares abstained:     1 915 279

Ordinary resolution number 6 – approval of remuneration policy
Number of shares voted:     1 345 144 490
Number of shares for:       1 267 174 696         94.20%
Number shares against:         77 969 794         5.80%
Number of shares abstained:     6 079 373

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Ordinary resolution number 7 – approval of implementation remuneration policy
Number of shares voted:      1 344 052 182
Number of shares for:        1 266 082 427        94.20%
Number shares against:          77 969 755         5.80%
Number of shares abstained:      6 069 996

Ordinary resolution number 8 – re-election of Mr DH Brown as a member of the Audit, Risk and
Compliance Committee
Number of shares voted:     1 349 843 343
Number of shares for:       1 348 105 926      99.87%
Number shares against:          1 737 417        0.13%
Number of shares abstained:     1 380 520

Ordinary resolution number 9 – re-election of Mr PJ Moleketi as a member of the Audit, Risk and
Compliance Committee
The resolution was withdrawn.

Ordinary resolution number 10 – re-election of Ms BP Mabelane as a member of the Audit, Risk and
Compliance Committee
Number of shares voted:     1 349 710 983
Number of shares for:       1 347 271 229        99.82%
Number shares against:          2 439 754         0.18%
Number of shares abstained:     1 380 429

Special resolution 1 – general authority to repurchase shares in the Company
Number of shares voted:       1 349 083 570
Number of shares for:         1 341 969 654          99.47%
Number shares against:            7 113 916           0.53%
Number of shares abstained:       2 094 167

Special resolution 2 – increase in non-executive directors’ fees
Number of shares voted:       1 349 108 609
Number of shares for:         1 345 840 976          99.76%
Number shares against:            3 267 633           0.22%
Number of shares abstained:       2 115 254

Special resolution 3 – section 45 - financial assistance to related and interrelated companies
Number of shares voted:       1 349 264 120
Number of shares for:         1 346 338 046           99.78%
Number shares against:            2 926 074           0.24%
Number of shares abstained:       1 959 743

Special resolution 4 – section 44 - financial assistance to staff and executives of the Group to subscribe
for acquire options or securities in the Company
Number of shares voted:        1 349 806 113
Number of shares for:          1 348 694 464         99.92%
Number shares against:             1 111 649         0.08%
Number of shares abstained:        1 417 772

Midrand
18 July 2017

Sponsor: UBS South Africa (Pty) Limited
ADR depository bank: Deutsche Bank Trust Company Americas
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