VODACOM GROUP LIMITED - Allocation of YeboYethu units pursuant to the YeboYethu Employee Participation Trust

Allocation of YeboYethu units pursuant to the YeboYethu Employee Participation Trust

Vodacom Group Limited

(Incorporated in the Republic of South Africa)

(Registration number 1993/005461/06)

Share code VOD           ISIN ZAE000132577

(“Vodacom”)



Allocation of YeboYethu units pursuant to the YeboYethu Employee Participation Trust

In accordance with paragraph 3.63 of the JSE Listings Requirements, shareholders are advised
that the following executive director of Vodacom Group Limited was awarded units in the
YeboYethu ESOP in terms of his employment contract, the salient details of which are set out
below:



Name of executive director:                         IP Dittrich

Designation:                                        Chief Financial Officer

Notification of award:                              20 November 2012

Nature of security:                                 YeboYethu unit (refer below for explanation)

Number of units allocated:                          788 229

Consideration:                                      Nil

Value of transaction                                n/a – this may only be known in year 7
                                                    when the units get converted to shares

Nature of transaction:                              Direct beneficial interest

Clearance:                                          Yes – units were allocated in terms of
                                                    contract of employment and in accordance
                                                    with the rules of the YeboYethu ESOP

This is an off market transaction more fully explained below.

At end July 2008, Vodacom announced the implementation of its R7.5 billion broad based black
economic empowerment (“BBBEE”) transaction which involved, inter alia, a public offer to the
South African black public through YeboYethu Limited (“YeboYethu”) which holds a 3.44%
interest in Vodacom (Pty) Limited (“Vodacom SA”). In addition to the public offer, all Vodacom’s
permanent South African employees were able to participate in the BBBEE transaction through
the allocation of units in terms of the YeboYethu Employee Participation Trust (“YeboYethu
ESOP”). 75% of the 1.875 billion units available to the YeboYethu ESOP were allocated to
Vodacom’s permanent South African staff in September 2008 while the remaining 25% was
made available to future employees for the next 5 years on a reduced sliding scale. The
allocation of units to permanent South African staff is weighted 70/30 in favour of black staff.
The YeboYethu ESOP has a 7-year lock up period to August 2015. At that time the allocated
units, after taking into account notional vendor financing provided by Vodacom SA, may be
converted into YeboYethu shares where a value could be realised by staff by selling these
shares to the black public via an over the counter facility to be set up by Vodacom.

YeboYethu units are usually allocated to new employees during the latter half of the calendar
year. Mr Dittrich having joined Vodacom on 15 June 2012 was granted an allocation of
YeboYethu units in line with the YeboYethu ESOP rules and in terms of his contract of
employment.



Midrand

20 November 2012

Sponsor: UBS South Africa (Pty) Limited

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