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 Date: 16/07/2015 01:10:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.