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”)

Result of annual general meeting

Shareholders are advised that at the twentieth annual general meeting of Vodacom Group held
today, Thursday 16 July 2015, 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 1 366 104 541 ordinary shares were present in person or represented
by proxy. This represented 91.81% of the issued ordinary shares.

Ordinary resolution number 1 – adoption of audited annual financial statements
Number of shares voted: 1 364 528 427
Number of shares for: 1 364 528 186         99.99998%
Number shares against: 241                   0.00002%
Number of shares abstained: 1 576 114

Ordinary resolution number 2 –election of BP Mabelane as a director
Number of shares voted: 1 364 734 825
Number of shares for: 1 362 685 676         99.84985%
Number of shares against: 2 0149 149         0.15015%
Number of shares abstained: 1 369 716

Ordinary resolution number 3 – re-election of DH Brown as a director
Number of shares voted: 1 364 830 630
Number of shares for: 1 363 407 867         99.89576%
Number of shares against: 1 422 763           0.10424%
Number of shares abstained: 1 273 911

Ordinary resolution number 4 –re-election of IP Dittrich as a director
Number of shares voted: 1 364 830 307
Number of shares for: 1 360 134 818         99.65597%
Number of shares against: 4 695 489           0.34403%
Number of shares abstained: 1 274 234

Ordinary resolution number 5 – election of M Joseph as a director
Number of shares voted: 1 364 828 345
Number of shares for: 1 316 073 465         96.42776%
Number of shares against: 48 754 880         3.57224%
Number of shares abstained: 1 276 196
Ordinary resolution number 6– appointment of PricewaterhouseCoopers Inc. as auditors
Number of shares voted: 1 364 829 438
Number of shares for: 1 364 829 072       99.99997%
Number of shares against: 366              0.00003%
Number of shares abstained: 1 275 103

Ordinary resolution number 7 – approval of remuneration policy
Number of shares voted: 1 364 390 863
Number of shares for: 1 357 696 147         99.50933%
Number of shares against: 6 694 716          0.49067%
Number of shares abstained: 1 713 678

Ordinary resolution number 8 – appointment of DH Brown as member of the Audit, Risk &
Compliance Committee
Number of shares voted: 1 364 830 304
Number of shares for: 1 364 827 235     99.99978%
Number of shares against: 3 069          0.00022%
Number of shares abstained: 1 274 237

Ordinary resolution number 9 – appointment of PJ Moleketi as member of the Audit, Risk &
Compliance Committee
Number of shares voted: 1 364 735 694
Number of shares for: 1 362 700 834     99.85090%
Number of shares against: 2 034 860      0.14910%
Number of shares abstained: 1 368 847

Ordinary resolution number 10 – appointment of PB Mabelane as member of the Audit, Risk &
Compliance Committee
Number of shares voted: 1 364 734 825
Number of shares for: 1 362 700 834      99.85096%
Number of shares against: 2 033 991       0.14904%
Number of shares abstained: 1 369 716

Special resolution number 1 – general authority to repurchase shares
Number of shares voted: 1 364 743 044
Number of shares for: 1 356 218 774        99.37539%
Number of shares against: 8 524 270          0.62461%
Number of shares abstained: 1 361 497

Special resolution number 2 –increase in directors’ fees
Number of shares voted: 1 365 415 867
Number of shares for: 1 364 603 228         99.94048%
Number of shares against: 812 639            0.05952%
Number of shares abstained: 688 674

Special resolution number 3 – Section 45 financial assistance
Number of shares voted: 1 364 830 304
Number of shares for: 1 364 826 647         99.99973%
Number of shares against: 3 657              0.00027%
Number of shares abstained: 1 274 237
Midrand
16 July 2015
Sponsor: UBS South Africa (Pty) Limited
ADR depositary bank: Deutsche Bank Trust Company Americas

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