VODACOM GROUP LIMITED - Conclusion of the BEE transaction and notification in terms of Section 122 of the Companies Act

Conclusion of the BEE transaction and notification in terms of Section 122 of the Companies Act

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”)

CONCLUSION OF THE BEE TRANSACTION AND NOTIFICATION IN TERMS OF SECTION 122 OF THE
COMPANIES ACT

1.   Introduction

     Shareholders are referred to the various announcements released on SENS and the circular to
     shareholders dated 16 July 2018, containing full details of the BEE transaction (“BEE transaction”)
     between Vodacom and YeboYethu (RF) Limited (“YeboYethu”), copies of which can be found on the
     Vodacom website at www.vodacom.com (the “BEE circular”).

     Terms defined in the BEE circular will, unless otherwise indicated, have the same meaning in this
     announcement.

2.   Fulfilment of conditions precedent

     Shareholders are hereby advised that all conditions precedent to the BEE transaction, as detailed in the
     BEE circular have now been fulfilled or waived and the Takeover Regulation Panel (“TRP”) compliance
     certificate had been issued to YeboYethu on 30 August 2018.

     All of the transaction steps, as detailed in paragraph 3 of the BEE circular have been completed and,
     accordingly, the BEE transaction is concluded.

3.   Acquisition of Vodacom securities

     In accordance with section 122(3)(b) of the Companies Act, No. 71 of 2008 (“Companies Act”) and
     section 3.83(b) of the JSE Limited Listings Requirements, shareholders are hereby advised that
     Vodacom has received formal notification that Yebo Yethu through YeboYethu Investment Company
     (RF) Proprietary Limited, in aggregate, acquired an interest in the ordinary shares of the company,
     such that the total interest in the ordinary shares of the company held by YeboYethu now amounts to
     6.23% of the total issued ordinary shares of Vodacom.

     As required in terms of Section 122 of the Companies Act, the required notices will be filed with the
     TRP.

4.   Vodacom share capital

     Following the issue of 114 451 180 new ordinary shares pursuant to the BEE transaction, Vodacom’s
     issued share capital is now as follows:

                                                                                                Rm

            Authorised stated capital

            Ordinary shares of no par value                 4 000 000 000                        -

            Issued share capital

            Ordinary shares of no par value                 1 835 864 961                   57 074

            Less: Treasury shares                           (136 675 883)                  (16 425)



        Midrand
        14 September 2018

        Sponsor
        RAND MERCHANT BANK (A division of FirstRand Bank Limited)

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