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VODACOM GROUP LIMITED - Interim results for the six months ended 30 September 2015

Release Date: 09/11/2015 07:06
Code(s): VOD     PDF:  
Wrap Text
Interim results for the six months ended 30 September 2015

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')


Interim results
for the six months ended 30 September 2015

9 November 2015

Shameel Aziz Joosub - Vodacom Group CEO commented:

"It has been a strong start to the year with sustained growth underpinned by network superiority, customer value management excellence and distribution leadership. We lifted
Group capital expenditure 5.8% to R6.2 billion, expanding 3G coverage in all our markets. In South Africa, LTE/4G coverage increased from 32.2% to 46.8%. We have already seen
the customer experience improve significantly, creating a 17 point lead in Net Promoter Score ('NPS') between us and our nearest competitor.

Group revenue increased 6.4% supported by customer growth of 6.8% to 65.1 million. Group EBITDA growth increased 13.0% due to excellent commercial execution, solid progress
with our structured multi-year cost saving programme and a weaker prior year first half comparative. EBITDA growth was also boosted by the savings realised from the several
actions we took in the second half last year to reduce costs.

In our International operations, we achieved good customer growth of 10.6%. Service revenue reached double digit growth of 12.4% (10.3%*) stepping up from 7.4% in the second
half of last year.

I am most encouraged by the increasing demand for data services as we make devices and data bundles more affordable. We now have 28.3 million data users across the Group,
driving a 33.5% increase in data revenue. Our LTE/4G customers in South Africa, now approaching two million, consume almost three times more data as compared with 3G
customers.

There are good opportunities ahead of us as only 66% of our monthly active customers in South Africa are using data and our share in fixed services is only a fraction of what it is in
mobile. The performance of Vodacom Business in South Africa was particularly strong with underlying service revenue growth of 12.8%, underpinned by new customer wins as well
as our mobile customers choosing to purchase fixed services from us as they trust our brand and value network reliability. Neotel, which is pending Competition Tribunal approval,
will further enhance our ability to contribute meaningfully to the development of fixed-line services, broadband and fibre to homes and businesses in South Africa.

In the second half, we plan to invest more into fibre and other new growth areas by building the right capability to ensure we sustain growth into the next year."


Highlights

Group active customers increased 6.8% to 65.1 million.

Group revenue up 6.4% and service revenue up 4.9%.

South Africa's revenue increased 5.1%.

International operations' revenue grew 12.6%; representing 21.3% of Group revenue.

Group data revenue up 33.5%.

Group EBITDA grew 13.0% to R14.7 billion with a 2.1 ppt margin expansion to 36.7%.

Capital expenditure of R6 224 million, focused on rapidly expanding LTE/4G coverage and increasing speeds.

Headline earnings per share ('HEPS') up 6.0% to 440 cents per share.

Interim dividend per share of 395 cents, up 5.3%

                                                                                                           Six months ended                  Year on year
                                                                                                             30 September                     % change

Rm                                                                                                        2015           2014         Reported        Adjusted**

Revenue                                                                                                 39 956         37 546              6.4             6.8
Service revenue                                                                                         32 244         30 725              4.9             5.6
EBITDA                                                                                                  14 681         12 993             13.0            14.1
Operating profit                                                                                        10 169          9 430              7.8
Capital expenditure                                                                                      6 224          5 881              5.8
Operating free cash flow                                                                                 5 831          4 462             30.7
Free cash flow                                                                                           2 181          1 224             78.2
Headline earnings per share (cents)                                                                        440            415              6.0

Notes:
* Normalised growth adjusted for trading foreign exchange and at a constant currency using current year as base (collectively 'foreign exchange').
** Growth adjusted for foreign exchange and the change in accounting estimate relating to revenue recognition of un-recharged vouchers in September 2014 in South Africa. Refer below for a
reconciliation of adjustments. All growth rates quoted are year-on-year growth rates unless stated otherwise.


Operating review

South Africa

Service revenue increased 2.9% to R24 110 million as the business returned to growth, supported by the lapping of MTR cuts, customer additions, ARPU stabilisation and higher
data usage following from our accelerated capex programme. Excluding the benefit of a R325 million accounting estimate change in the prior year, service revenue grew 4.3%.
Revenue grew faster at 5.1% to R31 696 million, underpinned by a 12.0% increase in equipment revenue with over 5.5 million devices sold in the first half, of which 1.3 million were
Vodacom branded devices.

Total active customers reached 33.7 million with 1.6 million net customer additions in the first half. ARPU of R112 in the second quarter was stronger than R110 in the first quarter
supported by increased voice usage and continued data ARPU expansion as customers traded up their phones. Active contract customers increased 2.4% to 4.9 million and
contract churn fell from 10.2% a year ago to 7.3%. We have migrated 81% of contract customers to new price plans with better value offerings and as a result, contract in-bundle
spend increased to 70.8% (2014: 68.9%). Active prepaid customers increased 3.7% to 28.8 million customers, largely due to the success of customer value management
programmes. The continued adoption of prepaid voice bundles, particularly the new "Just for you" offer, supported customer acquisition together with an improved voice revenue
trend. Prepaid voice bundle purchases increased 35.2% to almost 353 million in the first half of this year.

Data revenue increased 33.4% to R8 267 million due to exceptional growth in the demand for data. The improved affordability of both devices and data bundles supported a 48.0%
increase in data traffic. Data revenue comprises 34.3% of service revenue up from 26.4% a year ago. Active data customers increased 6.8% to 17.8 million customers and data
bundle sales doubled from last year largely due to the take-up of more affordable daily bundles. Active smart devices on the network increased 30.9% to 12.6 million and the
average amount of data used per month increased 18.5% to 550MB on such devices. Tablets on the network increased 126.2% to 1.4 million following the success of the Vodacom
branded 3G Smart Tab.

Vodacom Business continues to deliver strong growth as we leverage network reliability and our leading mobile brand to move more deeply into fixed-line. Fixed-line and business
managed services increased 31.1% year on year and now comprises 15.3% of total Vodacom Business service revenue. Growth was supported by the increased demand for fixed
services, particularly IP-VPN offers as well as cloud and hosting services as customers sign up for cloud solutions such as SAP HANA software and Microsoft Office 365. Machine-to-
machine ('M2M') customers increased 17.5% to 1.9 million. Vodacom Business service revenue now contributes 22.7% of South African service revenue.

EBITDA increased 13.1% to R12 262 million with EBITDA margin expanding 2.8 ppts to 38.7% due to a strong focus on cost efficiencies. We benefited from the commercial changes
made in the second half of last year, where several actions were taken to reduce costs, such as reducing prepaid voucher commission; halving the net cost of SIMs and repurchasing
our customer base from Nashua Mobile (Pty) Limited. Other cost saving initiatives included maintenance contract renegotiations, self-providing more of our transmission as well as
rationalising our property portfolio.

Capital expenditure of R4.0 billion allowed us to widen substantially 3G and LTE/4G data coverage, improve voice quality and increase data speeds. 3G coverage increased to 98%
of the population and LTE/4G coverage to 47%, up from 32% a year ago. We extended our high-speed transmission to 85% of our sites. During the period, we commenced fibre
deployments to both residential estates and businesses and focused more of our capital spend on new billing systems to allow us to transition from a predominately mobile
company to a unified communications provider.

Customer experience improvements under the Vodafone global CARE programme have led to substantial gains in our customer satisfaction measures. During the first half of this
year, we stepped up our communication with customers around network enhancements. To ensure customers are connected easily, we download apps, set-up emails and transfer
contacts and photos in store. We are making it easier to view usage and purchase data bundles. When customers travel overseas they will be able to call customer care 24/7 and
use the Vodacom App for free. We also intend widening our Travel Saver price plan to more countries. Our investment in building self-help service channels like the Vodacom App is
not only improving the customer experience but has supported a meaningful reduction in call volumes to our call centres.

On 23 September 2015, the Group entered into a purchase agreement with Altech Autopage (Pty) Limited, where they will dispose of their Vodacom customer base to the Group.
The transaction is subject to the approval of the Competition authorities.

As announced on 2 July 2015, we obtained approval for the Neotel transaction ('the Transaction') from the Independent Communications Authority of South Africa ('ICASA') and a
positive recommendation on the Transaction from the Competition Commission of South Africa to the Competition Tribunal, both of which are subject to certain conditions. We
await the outcome of the Competition Tribunal and the ICASA public commentary processes.

We have made headway in building our brand and earning the confidence of all our stakeholders. This focus has seen us being voted the Top Brand in the Telecoms categories for
both consumer and business in the Sunday Times Top Brands Survey, being recognised as the Top Employer in the telecoms industry by the Top Employers Institute and named the
most reputable telecoms operator in the fifth annual Mail and Guardian Top Companies Reputation index.


International

Service revenue in our International operations, which accounts for 25.7% of Group service revenue, increased by 12.4% (10.3%*) with growth in all markets. The segment
continues to benefit from customer growth, increased usage of voice and data services and effective marketing and pricing strategies. Customers increased 10.6% to 31.4 million,
with 1.8 million customer additions in the period.

Data revenue grew 34.3% driven by a 14.2% increase in active data customers to 10.5 million, representing 33.5% of the customer base. Data contributed 22.5% of service revenue
from 18.9% a year ago. We continue to focus on our commercial and network offering to drive data growth, ensuring customers have access to better low cost smart devices, such
as Vodacom Kicka and SmartTab, expanding 3G and LTE/4G network coverage and driving the adoption of data bundles.

M-Pesa continues to grow strongly in all our markets, fuelled by expansion in the distribution channel and a growing ecosystem. We added 1.2 million customers in the six month
period, increasing the number of active customers to 9.2 million1, an increase of 30.3% from the prior year. In Tanzania, M-Pawa (savings and loan product) is gaining traction with
1.3 million customers actively using the service.

EBITDA grew 10.0% (12.0%*) to R 2 405 million, contributing 16.4% to Group EBITDA. EBITDA margin declined slightly from 28.9% to 28.2%, largely due to the increased costs as a
result of currency weakness in all our markets and higher network operating costs from increased base station sites.

Capital expenditure increased 24.8% to R2 175 million. We continue to invest significantly in all our markets to strengthen network and service differentiation. To support the
significant data growth and wider voice coverage we increased the number of 3G sites by 46.6% and 2G sites by 24.2%. In Lesotho, where we have LTE/4G coverage, we more than
doubled our LTE/4G sites.


Outlook

Our markets continue to be highly competitive, and regulatory and macroeconomic risks remain. However, we are confident that our network and customer experience
investments will differentiate us and translate into customer growth and higher usage.

Although our performance in the first half is tracking ahead of target on service revenue and EBITDA, our targets were set looking at a compound annual growth rate over a three
year period from March 2014 to March 2017. In the first year, we delivered below target mainly due to the reduction of MTRs hence, an increase in expectation for the second and
third year to compensate for the weaker first year.

While service revenue and in particular EBITDA growth for the first half are very favourable compared to the targets, we do not expect EBITDA growth to be sustained at such a high
rate of 13% into the second half. The second half will carry high costs for publicity network and capability development in fibre and content. Year over year growth will be impacted
by the stronger performance in the second half of last year where profitability stepped up as a result of our efficiency initiatives. Also, there is a further reduction in MTR in South
Africa which became effective from October onwards. This has a slight negative effect on our margin in the second half.

In May 2015, the Board confirmed the medium-term targets of service revenue in the low single digits, EBITDA growth in the mid single digits and capital expenditure between 14%
and 17% of Group revenue. This guidance excludes the impact of acquisitions. The Board maintains the dividend policy to pay at least 90% of headline earnings.

1. Number of unique customers who have generated revenue related to M-Pesa in the past 90 days, of these 6.8 million have been active in the past 30 days in the International
operations.


Financial review

Summary financial information
                                                                                                            Six months ended 30 September                        % change

Rm                                                                                                        2015           2014            2013             14/15           13/14

Service revenue                                                                                         32 244         30 725          30 213               4.9             1.7
Revenue                                                                                                 39 956         37 546          36 688               6.4             2.3
EBITDA                                                                                                  14 681         12 993          13 221              13.0            (1.7)
Operating profit                                                                                        10 169          9 430           9 998               7.8            (5.7)
Net profit                                                                                               6 446          6 302           6 631               2.3            (5.0)
Operating free cash flow                                                                                 5 831          4 462           6 308              30.7           (29.3)
Free cash flow                                                                                           2 181          1 224           3 178              78.2           (61.5)
Capital expenditure                                                                                      6 224          5 881           4 850               5.8            21.3
Net debt                                                                                                21 338         16 006          11 963              33.3            33.8
Basic earnings per share (cents)                                                                           441            422             443               4.5            (4.7)
Headline earnings per share (cents)                                                                        440            415             439               6.0            (5.5)

Contribution margin (%)                                                                                   58.5           57.1            57.4          1.4 ppts       (0.3 ppts)
EBITDA margin (%)                                                                                         36.7           34.6            36.0          2.1 ppts       (1.4 ppts)
Operating profit margin (%)                                                                               25.5           25.1            27.3          0.4 ppts       (2.2 ppts)
Effective tax rate (%)                                                                                    30.4           30.2            30.5          0.2 ppts       (0.3 ppts)
Net profit margin (%)                                                                                     16.1           16.8            18.1         (0.7 ppts)      (1.3 ppts)
Net debt/EBITDA (times)                                                                                    0.7            0.6             0.5         0.1 times       0.1 times
Capital intensity (%)                                                                                     15.6           15.7            13.2          (0.1 ppt)       2.5 ppts

Service revenue
                                                                                                            Six months ended 30 September                        % change

Rm                                                                                                        2015           2014            2013             14/15           13/14

South Africa                                                                                            24 110         23 437          23 747               2.9            (1.3)
International                                                                                            8 279          7 366           6 516              12.4            13.0
Corporate and eliminations                                                                                (145)           (78)            (50)            (85.9)          (56.0)

Service revenue                                                                                         32 244         30 725          30 213               4.9             1.7

Group service revenue increased 4.9% (5.4%**) to R32 244 million, underpinned by customer growth of 6.8% and data revenue growth of 33.5%. Data revenue contributes 31.4% of
Group service revenue compared to 24.7% a year ago. Revenue grew faster at 6.4% (6.8%**) to R39 956 million, underpinned by strong demand for devices, particularly low cost 3G
devices.

In South Africa, service revenue returned to growth increasing 2.9% (4.3% excluding the benefit of a R325 million accounting estimate change in the prior period) mainly due to the
growth in mobile data and fixed-line services, partly offset by the decline in voice revenue.

In the International operations, service revenue grew 12.4% (10.3%*) supported by growth in customers, voice usage and the continued take-up of data services as we accelerated
our network investment programme.

Total expenses1
                                                                                                            Six months ended 30 September                        % change

Rm                                                                                                        2015           2014            2013             14/15           13/14

South Africa                                                                                            19 436         19 189          18 634               1.3             3.0
International                                                                                            6 243          5 414           4 915              15.3            10.2
Corporate and eliminations                                                                                (285)          (164)           (160)            (73.8)           (2.5)

Total expenses1                                                                                         25 394         24 439          23 389               3.9             4.5

Group total expenses increased 3.9% to R25 394 million below revenue growth of 6.4%. These expenses include a net foreign exchange loss on the revaluation of foreign currency
denominated trading items of R7 million (2014: R163 million).

In South Africa total expenses increased 1.3%. Excluding the positive impact of trading foreign exchange, total expenses increased by 2.5% largely due to the device cost of sales to
support the 12.0% growth in equipment revenue. Excluding cost of sales for devices and the favourable impact of trading foreign exchange, total expenses were actually down
0.9%.

In the International operations, total expenses increased by 15.3% (10.8%*) mainly due to network operating costs associated with more base station sites and the increased
non-local currency denominated costs.

EBITDA
                                                                                                            Six months ended 30 September                        % change

Rm                                                                                                        2015           2014            2013             14/15           13/14

South Africa                                                                                            12 262         10 844          11 421              13.1            (5.1)
International                                                                                            2 405          2 187           1 806              10.0            21.1
Corporate and eliminations                                                                                  14            (38)             (6)            136.8         <(200.0)

EBITDA                                                                                                  14 681         12 993          13 221              13.0            (1.7)

Group EBITDA increased 13.0% (14.1%**) with the Group EBITDA margin expanding 2.1 ppts to 36.7% (2014: 34.6%). South Africa EBITDA increased 13.1% with a margin of 38.7%
(2014: 35.9%). In our International operations, EBITDA grew 10.0% (12.0%*) with the EBITDA margin contracting 0.7 ppts to 28.2%.

1. Excluding depreciation, amortisation, BEE charge and loss from associate and joint venture.


Operating profit
                                                                                                            Six months ended 30 September                        % change

Rm                                                                                                        2015           2014            2013             14/15           13/14

South Africa                                                                                             9 500          8 504           9 147              11.7            (7.0)
International                                                                                              648            957             843             (32.3)           13.5
Corporate and eliminations                                                                                  21            (31)              8             167.7         <(200.0)

Operating profit                                                                                        10 169          9 430           9 998               7.8            (5.7)

Group operating profit increased 7.8% to R10 169 million mainly due to EBITDA growth, partly offset by higher depreciation and amortisation of R4 177 million.

In South Africa, operating profit increased 11.7% to R9 500 million due to higher EBITDA partly offset by a 10.9% increase in depreciation and amortisation. International operations'
operating profit declined 32.3% to R648 million as depreciation and amortisation increased 28.4% as a result of our accelerated capex programme as well as a loss of R177 million
recognised from our associate.


Net finance charges
                                                                                                            Six months ended 30 September                        % change

Rm                                                                                                        2015           2014            2013             14/15           13/14

Finance income                                                                                             348            149             218             133.6           (31.7)
Finance costs                                                                                           (1 051)          (635)           (533)             65.5            19.1
Net (loss)/gain on remeasurement and disposal of financial instruments                                    (206)            89            (139)          <(200.0)          164.0

Net finance charges                                                                                       (909)          (397)           (454)            129.0           (12.6)

Net finance charges increased 129.0% to R909 million due to higher finance costs from increased average debt and a R206 million loss on the remeasurement of financial
instruments which mainly relates to the USD denominated debt in Mozambique.

Taxation

The tax expense of R2 814 million is 3.0% higher than the prior year (2014: R2 731 million) due to increased profitability in South Africa. The Group's effective tax rate remained
fairly stable at 30.4%. The effective tax rate is higher than the South African statutory tax rate of 28% due to non-deductible expenditure, non-recoverable withholding taxes and
higher statutory tax rates in our International operations.

Earnings

Earnings per share increased 4.5% to 441 cents while headline earnings per share grew 6.0% or 25 cents to close at 440 cents for the period.

The positive impact from EBITDA (+115 cps) was largely offset by higher depreciation and amortisation (-40 cps), higher net finance charges (-35 cps) and a loss from associate (-8
cps) .


Capital expenditure
                                                                                                            Six months ended 30 September                        % change

Rm                                                                                                        2015           2014            2013             14/15           13/14

South Africa                                                                                             4 049          4 137           3 058              (2.1)           35.3
International                                                                                            2 175          1 743           1 781              24.8            (2.1)
Corporate and eliminations                                                                                   -              1              11            (100.0)          (90.9)

Capital expenditure                                                                                      6 224          5 881           4 850               5.8            21.3

Capital intensity1 (%)                                                                                    15.6           15.7            13.2

The Group's capital expenditure increased 5.8% to R6 224 million and is 15.6% of revenue. In South Africa, capital expenditure was directed at accelerating our 3G and LTE/4G
coverage and continually increasing the number of sites connected to self-provided high-speed transmission. In our International operations, the focus remained on increasing
both coverage and capacity, while also extending our data network to cater for continued growth.


Statement of financial position

Property, plant and equipment increased 5.7% to R38 005 million and intangible assets increased by 3.6% to R7 877 million from 31 March 2015. The combined increase
comprises net additions of R6 177 million, positive impact of translating foreign assets of R551 million and transfers to non-current assets held for sale of R231 million, offset by
depreciation and amortisation of R4 177 million.

Net debt increased R4 578 million to R21 338 million. The main contributor to the increase in net debt was increased capital expenditure as a result of our accelerated capex
programme.

Net debt
                                                                                                         As at                As at                                       As at
                                                                                                  30 September             31 March              Movement          30 September

Rm                                                                                                        2015                 2015               Mar/Sep                  2014

Bank and cash balances                                                                                   6 952                9 250                (2 298)                2 858
Bank overdrafts                                                                                           (427)                (380)                  (47)               (1 802)
Current borrowings                                                                                      (4 516)              (5 351)                  835                (5 794)
Non-current borrowings                                                                                 (23 499)             (20 308)               (3 191)              (11 260)
Other financial instruments                                                                                152                   29                   123                    (8)

Net debt2                                                                                              (21 338)             (16 760)               (4 578)              (16 006)

Net debt2/EBITDA (times)                                                                                   0.7                  0.6                                         0.6

1. Capital expenditure as a percentage of revenue.
2. Debt includes interest bearing debt, non-interest bearing debt and bank overdrafts.


Cash flow

Free cash flow
                                                                                                            Six months ended 30 September                        % change

Rm                                                                                                        2015           2014            2013             14/15           13/14

Cash generated from operations                                                                          11 439         10 102          11 328              13.2           (10.8)
Cash capital expenditure1                                                                               (5 608)        (5 640)         (5 020)             (0.6)           12.3

Operating free cash flow                                                                                 5 831          4 462           6 308              30.7           (29.3)
Tax paid                                                                                                (2 820)        (2 698)         (2 696)              4.5             0.1
Net finance costs paid                                                                                    (785)          (467)           (396)             68.1            17.9
Net dividends paid                                                                                         (45)           (73)            (38)            (38.4)           92.1

Free cash flow                                                                                           2 181          1 224           3 178              78.2           (61.5)

Operating free cash flow increased 30.7% to R5 831 million. Operating free cash flow was positively impacted by higher EBITDA in both South Africa and the International
operations, while capital expenditure remained in line with the prior year. The growth in operating free cash flow translated into free cash flow growth of 78.2%.


Declaration of interim dividend number 13 - payable from income reserves

Notice is hereby given that a gross interim dividend number 13 of 395 cents per ordinary share in respect of financial year ending 31 March 2016 has been declared payable on
Monday 7 December 2015 to shareholders recorded in the register at the close of business on Friday 4 December 2015. The number of ordinary shares in issue at date of this
declaration is 1 487 954 000. The dividend will be subject to a local dividend withholding tax rate of 15% which will result in a net final dividend to those shareholders not exempt
from paying dividend withholding tax of 335.75000 cents per ordinary share.

Last day to trade shares cum dividend                                                                                              Friday 27 November 2015
Shares commence trading ex-dividend                                                                                                Monday 30 November 2015
Record date                                                                                                                         Friday 4 December 2015
Payment date                                                                                                                        Monday 7 December 2015

Share certificates may not be dematerialised or rematerialised between Monday 30 November 2015 and Friday 4 December 2015, both days inclusive.

On Monday 7 December 2015, the interim dividend will be electronically transferred into the bank accounts of all certificated shareholders where this facility is available.
Shareholders who hold dematerialised shares will have their accounts at their CSDP or broker credited on Monday 7 December 2015.


Vodacom Group Limited tax reference number is 9316/041/71/5.

For and on behalf of the Board

Peter Moyo          Shameel Aziz Joosub         Till Streichert
Chairman            Chief Executive Officer     Chief Financial Officer

6 November 2015

Midrand

1. Cash capital expenditure comprises the purchase of property, plant and equipment and intangible assets, other than license and spectrum payments, net of cash from
disposals. Purchases of customer bases are excluded from cash capital expenditure.


Condensed consolidated income statement for the six months ended 30 September
                                                                                                                                 Reviewed                Audited

                                                                                                                             Six months ended         Year ended
                                                                                                                               30 September             31 March

Rm                                                                                                         Note            2015             2014            2015

Revenue                                                                                                       3          39 956           37 546          77 333
Direct expenses                                                                                                         (16 586)         (16 105)        (33 422)
Staff expenses                                                                                                           (2 575)          (2 444)         (4 836)
Publicity expenses                                                                                                         (963)          (1 036)         (2 008)
Other operating expenses                                                                                                 (5 270)          (4 854)        (10 118)
Black economic empowerment (charge)/income                                                                                  (39)             (25)             47
Depreciation and amortisation                                                                                            (4 177)          (3 587)         (7 581)
Loss from associate and joint venture                                                                                      (177)             (65)           (180)

Operating profit                                                                                                         10 169            9 430          19 235
Finance income                                                                                                              348              149             346
Finance costs                                                                                                            (1 051)            (635)         (1 737)
Net (loss)/gain on remeasurement and disposal of financial instruments                                                     (206)              89               7

Profit before tax                                                                                                         9 260            9 033          17 851
Taxation                                                                                                                 (2 814)          (2 731)         (5 341)

Net profit                                                                                                                6 446            6 302          12 510

Attributable to:
Equity shareholders                                                                                                       6 464            6 190          12 672
Non-controlling interests                                                                                                   (18)             112            (162)
                                                                                                                          6 446            6 302          12 510


                                                                                                                                 Reviewed                Audited

                                                                                                                             Six months ended         Year ended
                                                                                                                               30 September             31 March

Cents                                                                                                      Note            2015             2014            2015

Basic earnings per share                                                                                      4             441              422             864
Diluted earnings per share                                                                                    4             430              422             845


Condensed consolidated statement of comprehensive income for the six months ended 30 September

                                                                                                                                 Reviewed                Audited

                                                                                                                             Six months ended         Year ended
                                                                                                                               30 September             31 March

Rm                                                                                                                         2015             2014            2015

Net profit                                                                                                                6 446            6 302          12 510
Other comprehensive income1                                                                                                 330              624             278
    
    Foreign currency translation differences, net of tax                                                                    314              617             279
    Gain/(loss) on hedging instruments in cash flow hedges, net of tax                                                       16                7              (1)

Total comprehensive income                                                                                                6 776            6 926          12 788

Attributable to:
Equity shareholders                                                                                                       7 184            6 891          13 259
Non-controlling interests                                                                                                  (408)              35            (471)
                                                                                                                          6 776            6 926          12 788

1. Other comprehensive income can subsequently be recognised in profit or loss on the disposal of foreign operations and/or when the hedged item is recognised in profit or loss.


Condensed consolidated statement of financial position as at 30 September

                                                                                                                                 Reviewed                Audited

                                                                                                                                  As at                    As at
                                                                                                                               30 September             31 March

Rm                                                                                                        Note             2015             2014            2015

Assets
Non-current assets                                                                                                       48 558           41 542          45 954

Property, plant and equipment                                                                                            38 005           33 373          35 959
Intangible assets                                                                                                         7 877            5 712           7 603
Financial assets                                                                                                            678              622             605
Investment in associate                                                                                                     110              427             306
Investment in joint venture                                                                                                   4                3               4
Trade and other receivables                                                                                                 895              759             763
Finance lease receivables                                                                                                   971              639             696
Deferred tax                                                                                                                 18                7              18

Current assets                                                                                                           26 660           21 373          25 353

Financial assets                                                                                                          2 446            1 738           2 016
Inventory                                                                                                                 1 083            1 261           1 189
Trade and other receivables                                                                                              14 096           13 153          11 559
Non-current assets held for sale                                                                                            312              187              94
Finance lease receivables                                                                                                 1 571            1 253           1 122
Tax receivable                                                                                                              200              923             123
Cash and cash equivalents                                                                                                 6 952            2 858           9 250

Total assets                                                                                                             75 218           62 915          71 307

Equity and liabilities
Fully paid share capital                                                                                                      *                *               *
Treasury shares                                                                                                          (1 658)          (1 616)         (1 606)
Retained earnings                                                                                                        23 975           22 410          23 378
Other reserves                                                                                                            1 009              420             290

Equity attributable to owners of the parent                                                                              23 326           21 214          22 062
Non-controlling interests                                                                                                  (887)              92            (419)

Total equity                                                                                                             22 439           21 306          21 643
Non-current liabilities                                                                                                  26 319           14 506          23 050

Borrowings                                                                                                   8           23 499           11 260          20 308
Trade and other payables                                                                                                    765              845             759
Provisions                                                                                                                  179              240             225
Deferred tax                                                                                                              1 876            2 161           1 758

Current liabilities                                                                                                      26 460           27 103          26 614

Borrowings                                                                                                   8            4 516            5 794           5 351
Trade and other payables                                                                                                 21 296           19 334          20 589
Provisions                                                                                                                   69               81              91
Tax payable                                                                                                                 130               68             182
Dividends payable                                                                                                            22               24              21
Bank overdrafts                                                                                                             427            1 802             380

Total equity and liabilities                                                                                             75 218           62 915          71 307

*    Fully paid share capital of R100.


Condensed consolidated statement of changes in equity for the six months ended 30 September

                                                                                                                         Equity
                                                                                                                   attributable             Non-
                                                                                                                   to owners of      controlling           Total
Rm                                                                                                                   the parent        interests          equity

1 April 2015                                                                                                             22 062             (419)         21 643
Total comprehensive income                                                                                                7 184             (408)          6 776
Dividends                                                                                                                (5 867)             (45)         (5 912)
Repurchase, vesting and sale of shares                                                                                     (160)               -            (160)
Share-based payments                                                                                                         89                -              89
Changes in subsidiary holdings                                                                                               18              (15)              3

30 September 2015 - Reviewed                                                                                             23 326             (887)         22 439

1 April 2014                                                                                                             23 057              686          23 743
Total comprehensive income                                                                                                6 891               35           6 926
Dividends                                                                                                                (6 307)             (79)         (6 386)
Repurchase, vesting and sale of shares                                                                                     (161)               -            (161)
Share-based payments                                                                                                         63                -              63
Reclassification of BEE reserve to liability                                                                               (324)               -            (324)
Changes in subsidiary holdings                                                                                           (2 005)            (550)         (2 555)

30 September 2014 - Reviewed                                                                                             21 214               92          21 306

1 April 2014                                                                                                             23 057              686          23 743
Total comprehensive income                                                                                               13 259             (471)         12 788
Dividends                                                                                                               (11 800)            (109)        (11 909)
Repurchase, vesting and sale of shares                                                                                     (168)               -            (168)
Share-based payments                                                                                                         99                -              99
Reclassification of BEE reserve to liability                                                                               (322)               -            (322)
Changes in subsidiary holdings                                                                                           (2 063)            (525)         (2 588)

31 March 2015 - Audited                                                                                                  22 062             (419)         21 643


Condensed consolidated statement of cash flows for the six months ended 30 September
                                                                                                                                 Reviewed                Audited

                                                                                                                             Six months ended         Year ended
                                                                                                                               30 September             31 March

Rm                                                                                                        Note             2015             20141           2015

Cash flows from operating activities
Cash generated from operations                                                                                           11 439            10 102         26 198
Tax paid                                                                                                                 (2 820)           (2 698)        (4 979)

Net cash flows from operating activities                                                                                  8 619             7 404         21 219

Cash flows from investing activities
Net additions to property, plant and equipment and intangible assets                                                     (5 659)           (5 675)       (12 282)
Business combinations and disposals of subsidiaries                                                                           -                 -         (1 018)
Other investing activities                                                                                                  184               268            169

Net cash flows utilised in investing activities                                                                          (5 475)           (5 407)       (13 131)

Cash flows from financing activities
Movement in borrowings, including finance costs paid                                                                        686             2 282          9 610
Dividends paid                                                                                                           (5 911)           (6 384)       (11 909)
Repurchase and sale of shares                                                                                              (163)             (158)          (168)
Acquisition of additional interest in subsidiary                                                             9              (72)           (2 576)1       (2 576)

Net cash flows utilised in financing activities                                                                          (5 460)           (6 836)        (5 043)

Net (decrease)/increase in cash and cash equivalents                                                                     (2 316)           (4 839)         3 045
Cash and cash equivalents at the beginning of the year                                                                    8 870             5 792          5 792
Effect of foreign exchange rate changes                                                                                     (29)              103             33

Cash and cash equivalents at the end of the period/year                                                                   6 525             1 056          8 870

1. Restated: The Group reclassified the cash outflow relating to the purchase of an additional interest in Vodacom Tanzania Limited, disclosed as investing activities for the period
ended 30 September 2014, to financing activities for the year ended 31 March 2015.


Notes to the condensed consolidated interim financial statements

1.    Basis of preparation

      These condensed consolidated interim financial statements have been prepared in accordance with the framework concepts, the recognition and measurement criteria of
      International Financial Reporting Standards ('IFRS') and in accordance with and containing the information required by International Accounting Standard 34: Interim
      Financial Reporting as issued by the International Accounting Standards Board ('IASB'), the Financial Reporting Guides as issued by the South African Institute of Charted
      Accountants Accounting Practices Committee, Financial Pronouncements as issued by the Financial Reporting Standards Council, the JSE Limited Listings Requirements and
      the requirements of the Companies Act of 2008, as amended. They have been prepared on the historical cost basis, except for certain financial instruments which are
      measured at fair value or at amortised cost, and are presented in South African rand, which is the parent Company's functional and presentation currency.

      The significant accounting policies, judgements, estimates and methods of computation are consistent in all material respects with those applied in the consolidated annual
      financial statements for the year ended 31 March 2015, except as disclosed in Note 2. The significant accounting policies are available for inspection at the Group's
      registered office.

      The preparation of these condensed consolidated interim financial statements was supervised by the Chief Financial Officer, Dr phil. T Streichert.

2.    Changes in accounting policies and estimates

      The Group adopted the new, revised or amended accounting pronouncements as issued by the IASB, which were effective and applicable to the Group from 1 April 2015,
      none of which had any material impact on the Group's financial results for the year.

      Full details on changes in accounting policies will be disclosed in the Group's consolidated annual financial statements for the year ending 31 March 2016, which will be
      available online.
                                                                                                                                                Reviewed                Audited

                                                                                                                                            Six months ended         Year ended
                                                                                                                                              30 September             31 March
      
      Rm                                                                                                                                  2015             2014            2015

3.    Segment analysis
      External customers segment revenue                                                                                                39 956           37 546          77 333
        
        South Africa                                                                                                                    31 520           30 054          61 710
        International                                                                                                                    8 436            7 492          15 623
      EBITDA                                                                                                                            14 681           12 993          26 905
        
        South Africa                                                                                                                    12 262           10 844          22 837
        International                                                                                                                    2 405            2 187           4 104
        Corporate and eliminations                                                                                                          14              (38)            (36)
      
      Reconciliation of segment results
      EBITDA                                                                                                                            14 681           12 993          26 905
        Depreciation, amortisation and impairment losses                                                                                (4 177)          (3 587)         (7 581)
        Black economic empowerment (charge)/income                                                                                         (39)             (25)             47
        Loss from associate and joint venture                                                                                             (177)             (65)           (180)
        Other                                                                                                                             (119)             114              44
      
      Operating profit                                                                                                                  10 169            9 430          19 235
      Net finance charges                                                                                                                 (909)            (397)         (1 384)
        
        Finance income                                                                                                                     348              149             346
        Finance costs                                                                                                                   (1 051)            (635)         (1 737)
        Net (loss)/gain on remeasurement and disposal of financial instruments                                                            (206)              89               7

      Profit before tax                                                                                                                  9 260            9 033          17 851
      Taxation                                                                                                                          (2 814)          (2 731)         (5 341)
      
      Net profit                                                                                                                         6 446            6 302          12 510
      
      Total assets                                                                                                                      75 218           62 915          71 307
      
      South Africa                                                                                                                      49 461           41 569          46 354
      International                                                                                                                     23 734           20 792          21 861
      Corporate and eliminations                                                                                                         2 023              554           3 092
      
      Total liabilities                                                                                                                (52 779)         (41 609)        (49 664)
      
      South Africa                                                                                                                     (42 837)         (36 672)        (39 112)
      International                                                                                                                    (16 073)         (13 265)        (14 438)
      Corporate and eliminations                                                                                                         6 131            8 328           3 886


                                                                                                                                                Reviewed                Audited

                                                                                                                                            Six months ended         Year ended
                                                                                                                                              30 September             31 March
      
      Cents                                                                                                                               2015             2014            2015

4.    Per share calculations
4.1   Earnings and dividends per share
      Basic earnings per share                                                                                                             441              422             864
      Diluted earnings per share                                                                                                           430              422             845
      Headline earnings per share                                                                                                          440              415             860
      Diluted headline earnings per share                                                                                                  430              415             840
      Dividends per share                                                                                                                  400              430             805


      Million                                                                                                                             2015             2014            2015

4.2   Weighted average number of ordinary shares outstanding for the purpose of calculating:
      Basic and headline earnings per share                                                                                              1 467            1 466           1 466
      Diluted earnings and diluted headline earnings per share                                                                           1 468            1 468           1 468

4.3   Ordinary shares for the purpose of calculating:
      Dividends per share                                                                                                                1 488            1 488           1 488


      Vodacom Group Limited acquired 1 539 039 shares in the market during the period at an average price of R134.13 per share. Share repurchases did not exceed 1% of
      Vodacom Group Limited's issued share capital. Dividend per share calculations are based on a dividend declared of R5 952 million (30 September 2014: R6 398 million; 31
      March 2015: R11 978 million) of which R21 million (30 September 2014: R22 million; 31 March 2015: R50 million) was offset against the forfeitable share plan reserve, R3
      million (30 September 2014: R3 million; 31 March 2015: R5 million) expensed as staff expenses and R61 million (30 September 2014: R66 million; 31 March 2015: R124
      million) paid to Wheatfields Investments 276 (Pty) Limited, a wholly-owned subsidiary holding treasury shares on behalf of the Group.


                                                                                                                                                Reviewed                Audited

                                                                                                                                            Six months ended         Year ended
                                                                                                                                              30 September             31 March
      
      Rm                                                                                                                                  2015             2014            2015

4.4   Headline earnings reconciliation
      Earnings attributable to equity shareholders for basic and diluted earnings per share                                              6 464            6 190          12 672
      Adjusted for:
        Net loss/(profit) on disposal of property, plant and equipment and intangible assets                                                 2             (132)           (110)
                                                                                                                                         6 466            6 058          12 562
      Tax impact of adjustments                                                                                                             (4)              36              32
      Non-controlling interests in adjustments                                                                                              (2)              (2)             10
      
      Headline earnings for headline earnings per share                                                                                  6 460            6 092          12 604
       Dilutive effect of potential ordinary shares in subsidiary                                                                         (146)               -            (268)
      
      Headline earnings for diluted headline earnings per share                                                                          6 314            6 092          12 336


5.    Related parties

      The amounts disclosed in Notes 5.1 and 5.2 include significant balances and transactions with the Group's joint venture, associate and parent, including entities in its group.


                                                                                                                                                Reviewed                Audited

                                                                                                                                            Six months ended         Year ended
                                                                                                                                              30 September             31 March
      
      Rm                                                                                                                                  2015             2014            2015

5.1   Balances with related parties
      Borrowings                                                                                                                        24 244           13 147          21 201

5.2   Transactions with related parties
      Dividends declared                                                                                                                (3 869)          (4 159)         (7 786)
      Finance costs                                                                                                                       (819)            (451)         (1 103)

      Full details of balances and transactions with related parties will be disclosed in the Group's consolidated annual financial statements for the year ending 31 March 2016,
      which will be available online.

5.3   Directors' and key management personnel remuneration

      Compensation paid to the Group's Board, prescribed officers and key management personnel will be disclosed in the Group's consolidated annual financial statements for
      the year ending 31 March 2016, which will be available online. Mr IP Dittrich, Chief Financial Officer and executive director, stepped down from the Board with effect from 31
      July 2015. He has been succeeded by Dr T Streichert who was appointed as executive director with effect from 1 August 2015. Mr HMG Dowidar, non-executive director,
      stepped down from the Board with effect from 30 September 2015, and was replaced by Mr M Pieters, who was appointed to the Board on 1 October 2015.


                                                                                                                                                Reviewed                Audited

                                                                                                                                            Six months ended         Year ended
                                                                                                                                              30 September             31 March
      
      Rm                                                                                                                                  2015             2014            2015

6.    Capital commitments
      Capital expenditure contracted for but not yet incurred                                                                            4 671            5 261           2 205

7.    Capital expenditure incurred
      Capital expenditure additions including software                                                                                   6 224            5 881          13 305

8.    Borrowings and facilities

      During the current period the Group obtained a loan from Vodafone Investments Luxembourg s.a.r.l. with a nominal value of R2 000 million which was utilised to settle
      short-term overnight borrowings. The loan bears interest payable quarterly at three-month JIBAR plus 1.15%, is unsecured, and is repayable on 15 July 2018.

      A loan from Old Mutual Specialised Financing (Pty) Limited and Minervois Trading No. 2 (Pty) Limited with a nominal value of R1 000 million was repaid on 30 September
      2015. The repayment was funded by a drawdown of R1 000 million on an overall loan facility of R4 000 million from Vodafone Investments Luxembourg s.a.r.l. that was
      approved during the period. The new loan facility is unsecured, and has a three year tenure with a repayment date of 28 September 2018. The loan bears interest at a fixed
      rate of 8.64% payable quarterly.

      A further facility from Vodafone Investments Luxembourg s.a.r.l. amounting to R4 000 million with a five year tenure, and bearing interest at 3 month JIBAR plus 1.57% was
      approved during the period.

9.    Black economic empowerment ('BEE') arrangement

      During the current period one of the Group's subsidiaries, Storage Technologies Services (Pty) Limited, entered into a BEE transaction which entailed the purchase of an
      additional 44% of its ordinary shares for R72 million by the Group through a special purpose vehicle owned by BEE participants. Due consideration was given to good
      governance where related party relationships exist between participants and the Group. This share-based payment arrangement is accounted for as an equity-settled
      share-based payment transaction in terms of IFRS 2: Share-based payments.

10.   Contingent liabilities

10.1  Guarantees

      The Group issued various guarantees, relating to external financial obligations of its subsidiaries, which amounted to R116 million (30 September 2014: R112 million; 31
      March 2015: R113 million).

      Foreign denominated guarantees amounting to R1 040 million (30 September 2014: RNil; 31 March 2015: R911 million) were issued in support of Vodacom Congo (RDC)
      SA.

10.2  Tax matters

      The Group is regularly subject to an evaluation by tax authorities of its direct and indirect tax filings. The consequence of such reviews is that disputes can arise with tax
      authorities over the interpretation or application of certain tax rules applicable to the Group's business. These disputes may not necessarily be resolved in a manner that is
      favourable to the Group. Additionally, the resolution of the disputes could result in an obligation to the Group.

      The Group has considered all matters in dispute with tax authorities and has accounted for any exposure identified, if required.

10.3  Legal contingencies

      The Group is currently involved in various legal proceedings and has, in consultation with its legal counsel, assessed the outcome of these proceedings. Following this
      assessment, the Group's management determined, after assessing recoverability, that no provision is required in respect of these legal proceedings as at 30 September
      2015. Litigations, current or pending, are not likely to have a material adverse effect on the Group.

11.   Other matters

11.1  Altech Autopage Cellular a division of Altron TMT (Pty) Limited ('Autopage')

      On 22 September 2015, the Group entered into an agreement in terms of which Autopage will dispose of its Vodacom customer base to the Group. Various conditions
      precedent, including Competition Commission approval, need to be fulfilled before the agreement becomes effective.

11.2  Shared Networks Tanzania Limited ('Shared Networks')

      Vodacom Tanzania Limited has entered into an agreement with the shareholders of Shared Networks to acquire 100% of their issued share capital. The acquisition will be
      funded through available cash resources. The transaction remains subject to the fulfilment of a number of conditions precedent, including the requisite regulatory approvals.

11.3  Proposed acquisition of Neotel (Pty) Limited ('Neotel')

      The transaction remains subject to the fulfilment of a number of conditions precedent, including regulatory approvals by the Competition Tribunal. Approval by the
      Independent Communications Authority of South Africa ('Icasa') has been obtained, subject to certain conditions which have been put out for commentary by members of
      the general public. The Group's application before the Competition Tribunal will be heard between 23 November 2015 and 11 December 2015 and is, inter-alia, being
      opposed by the Group's main competitors, notably, Telkom SA SOC Limited ('Telkom'), Mobile Telephone Networks (Pty) Limited ('MTN') and Cell C (Pty) Limited ('Cell C').
      Icasa's decision approving the transaction has also been taken on review in the High Court of South Africa ('the High Court') by Telkom, MTN, Cell C and Dimension Data
      Middle East and Africa (Pty) Limited t/a Internet Solutions.

11.4  Call termination rates ('CTR')

      Icasa promulgated final CTR regulations on 30 September 2014. On 15 December 2014, Cell C filed an application with the High Court to review and set aside Icasa's
      decision on CTR's. The Group is opposing Cell C's application which will be heard by the High Court on 7 March 2016.

11.5  Competition Commission complaint lodged by Cell C

      The Group received a complaint from the Competition Commission in which it is alleged that the Group's South African segment has abused their market dominance in
      contravention of Section 8 of the Competition Act of 1998. Investigations on this complaint are ongoing and the Group is in the process of complying with new information
      requests in this regard.

11.6  Vodacom Congo (RDC) SA ('Vodacom Congo') and Vodacom International Limited ('VIL')

      There are various legal matters relating to the Group's investment in Vodacom Congo, the most recent of which is a claim brought by Mr Alieu Badara Mohamed Conteh
      ('Conteh') in the Commercial Court of Kinshasa/Gombe against VIL and Vodacom Congo. Conteh is the controlling shareholder of Congolese Wireless Network s.a.r.l. ('CWN'),
      a company incorporated in the Democratic Republic of the Congo. CWN is a minority shareholder in Vodacom Congo. The proceedings seek to invalidate a court decision to
      remove Conteh as statutory manager of CWN as well as the liquidation of Vodacom Congo and its payment of various sums to CWN and Conteh. The action also includes an
      unsubstantiated claim for US$14 billion against VIL for its alleged role in helping to undermine Conteh's position as former statutory manager. The Group's view is that
      Conteh's claim is without merit.

11.7  Kenneth Makate 

      A former employee of the Group, Kenneth Makate ('Makate'), instituted a claim for compensation for a business idea that led to the birth of a product known as 'Please Call
      Me'. Makate initiated applications for leave to appeal in both the High Court and Supreme Court of Appeal and these applications were unsuccessful. Makate eventually
      sought leave to appeal in the Constitutional Court and the matter was heard on 9 September 2015. Judgement in the matter will be handed down soon.

11.8  Customer registration

      Implementation of customer registration requirements in Tanzania, the Democratic Republic of the Congo and Mozambique is in progress. In each country, the industry is
      engaging with authorities to improve the process to ensure customers registration. Recent new regulation in Mozambique set a deadline of 28 November 2015 and the
      Group is continuing to actively register customers. In Tanzania and the Democratic Republic of the Congo, authorities continue to monitor compliance with regulations as no
      deadline is currently set.

12.   Events after the reporting period

      The Board is not aware of any matter or circumstance arising since the end of the reporting period, not otherwise dealt with herein, which significantly affects the financial
      position of the Group or the results of its operations or cash flows for the period, other than the following:

12.1  Dividend declared after the reporting date and not recognised as a liability

      An interim dividend of R5877 million (395 cents per ordinary share) for the year ending 31 March 2016, was declared on 6 November 2015, payable on 7 December 2015 to
      shareholders recorded in the register at the close of business on 4 December 2015. The net dividend after taking into account dividend withholding tax for those
      shareholders not exempt from dividend withholding tax is 335.75000 cents per share.

13.   Financial instruments' fair value

      The Group holds equity linked notes, foreign forward exchange contracts and unit trusts at fair value, none of which have a material fair value as at 30 September 2015. Fair
      value related disclosure will be made in the Group's consolidated annual financial statements for the year ending 31 March 2016. As the investments in unit trusts are
      actively traded in an exchange market, they are classified as level one in the fair value hierarchy. All other investments are classified as level two, except for equity linked
      notes which are classified as level three.


Reconciliation of normalised and adjusted growth

                                                                                                                       Foreign exchange

                                                                                                                       Trading  Translation         Norma-           SA
September 2015                                                                                         Reported1            FX2          FX3        lised*   adjustment4     Adjusted**
%                                                                                                      % change           ppts         ppts      % change          ppts      % change

Revenue
Group                                                                                                       6.4              -         (0.5)          5.9           0.9           6.8
International                                                                                              12.6              -         (2.7)          9.9             -           9.9
South Africa                                                                                                5.1              -            -           5.1           1.1           6.2

Service revenue
Group                                                                                                       4.9              -         (0.4)          4.5           1.1           5.6
International                                                                                              12.4              -         (2.1)         10.3             -          10.3
South Africa                                                                                                2.9              -            -           2.9           1.4           4.3

Total cost
International                                                                                              15.3           (1.3)        (3.2)         10.8             -          10.8
South Africa                                                                                                1.3            1.2            -           2.5           n/a           n/a

EBITDA
Group                                                                                                      13.0           (1.4)        (0.2)         11.4           2.7          14.1
International                                                                                              10.0            3.3         (1.3)         12.0             -          12.0
South Africa                                                                                               13.1           (2.3)           -          10.8           3.2          14.0


Reconciliation of normalised and adjusted growth

September 2015                                                                                                         Trading
Rm                                                                                                     Reported             FX2  Normalised*

Revenue
Group                                                                                                    39 956              -       39 956
International                                                                                             8 530              -        8 530
South Africa                                                                                             31 696              -       31 696

Service revenue
Group                                                                                                    32 244              -       32 244
International                                                                                             8 279              -        8 279
South Africa                                                                                             24 110              -       24 110

Total cost
International                                                                                             6 243            (77)       6 166
South Africa                                                                                             19 436             71       19 507

EBITDA
Group                                                                                                    14 681              7       14 688
International                                                                                             2 405             77        2 482
South Africa                                                                                             12 262            (71)      12 191


Reconciliation of normalised and adjusted growth
                                                                                                                       Foreign exchange

September 2014                                                                                                         Trading  Translation         Norma-           SA
Rm                                                                                                     Reported             FX2          FX3        lised*   adjustment4     Adjusted**

Revenue
Group                                                                                                    37 546              -          184        37 730          (325)       37 405
International                                                                                             7 575              -          184         7 759             -         7 759
South Africa                                                                                             30 171              -            -        30 171          (325)       29 846

Service revenue
Group                                                                                                    30 725              -          141        30 866          (325)       30 541
International                                                                                             7 366              -          141         7 507             -         7 507
South Africa                                                                                             23 437              -            -        23 437          (325)       23 112

Total cost
International                                                                                             5 414             (3)         152         5 563             -         5 563
South Africa                                                                                             19 189           (155)           -        19 034           n/a           n/a

EBITDA
Group                                                                                                    12 993            163           27        13 183          (308)       12 875
International                                                                                             2 187              3           27         2 217             -         2 217
South Africa                                                                                             10 844            155            -        10 999          (308)       10 691

The reconciliation represents normalised growth at a constant currency (using current period as base) from on-going operations. The presentation of the pro-forma constant
currency information from on-going operations is the responsibility of the directors of Vodacom Group Limited. The purpose of presenting this information is to assist the user in
understanding the underlying growth trends in these segments. It has been prepared for illustrative purposes only and may not fairly present the financial position, changes in
equity, and results of operations or cash flows of Vodacom Group Limited. This information has not been reviewed and reported on by the Group auditors, being
PricewaterhouseCoopers Inc.

Notes:
1. The reported percentage change relates to the year-on-year percentage growth from 30 September 2014 to 30 September 2015. The Group’s presentation currency is the
   South African rand. Our International operations include functional currencies for example in United States dollar, Tanzanian shilling, Mozambican metical, Nigerian naira and
   Zambian kwacha.
2. Trading foreign exchange ('FX') are foreign exchange gains/losses on foreign denominated monetary assets and liabilities resulting from trading activities of entities within
   the Group.
3. Translation foreign exchange ('FX') arises from the translation of the results, at average rates, of subsidiaries' functional currencies to Vodacom's presentation currency, being
   rand. The exchange variances are eliminated by applying the six months ended 30 September 2015 average rate (which is derived by dividing the individual subsidiary's
   translated rand value with the functional currency for the year) to 30 September 2014 numbers, thereby giving a user a view of the performance which excludes exchange
   variances.
4. The South African adjustment relates to the impact of the change in the accounting estimate of un-recharged vouchers reported in the first half of the 2015 financial year.



Corporate information

Non-IFRS information

The auditor's report does not necessarily cover all of the information contained in this announcement. Shareholders are therefore advised that in order to obtain a full
understanding of the nature of the auditor's work they should obtain a copy of that report together with the accompanying financial information from the registered office of the
company. This announcement contains certain non-IFRS financial measures which has not been reviewed or reported on by the Group's auditors. The Group's management
believes these measures provide valuable additional information in understanding the performance of the Group or the Group's businesses because they provide measures used by
the Group to assess performance. However, this additional information presented is not uniformly defined by all companies, including those in the Group's industry. Accordingly, it
may not be comparable with similarly titled measures and disclosures by other companies. Additionally, although these measures are important in the management of the
business, they should not be viewed in isolation or as replacements for or alternatives to, but rather as complementary to, the comparable IFRS measures. Refer above for detail
relating to EBITDA and headline earnings per share.

Trademarks

Vodafone, the Vodafone logo, Vodafone Mobile Broadband, Vodafone WebBox, Vodafone Passport, Vodafone live!, Power to You, Vodacom, Vodacom M-Pesa, Vodacom Millionaires,
Vodacom 4 Less and Vodacom Change the World are trademarks of Vodafone Group Plc (or have applications pending). Other product and company names mentioned herein may
be trademarks of their respective owners.

Forward-looking statements

This announcement which sets out the interim results for Vodacom Group Limited for the six months ended 30 September 2015 contains 'forward-looking statements', which have
not been reviewed or reported on by the Group's auditors, with respect to the Group's financial condition, results of operations and businesses and certain of the Group's plans and
objectives. In particular, such forward-looking statements include statements relating to: the Group's future performance; future capital expenditures, acquisitions, divestitures,
expenses, revenues, financial conditions, dividend policy, and future prospects; business and management strategies relating to the expansion and growth of the Group; the effects
of regulation of the Group's businesses by governments in the countries in which it operates; the Group's expectations as to the launch and roll out dates for products, services or
technologies; expectations regarding the operating environment and market conditions; growth in customers and usage; and the rate of dividend growth by the Group.

Forward-looking statements are sometimes, but not always, identified by their use of a date in the future or such words as 'will', 'anticipates', 'aims', 'could', 'may', 'should', 'expects',
'believes', 'intends', 'plans' or 'targets'. By their nature, forward-looking statements are inherently predictive, speculative and involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future, involve known and unknown risks, uncertainties and other facts or factors which may cause the actual results,
performance or achievements of the Group, or its industry to be materially different from any results, performance or achievement expressed or implied by such forward-looking
statements. Forward-looking statements are not guarantees of future performance and are based on assumptions regarding the Group's present and future business strategies and
the environments in which it operates now and in the future.


Directors

MP Moyo (Chairman), MS Aziz Joosub (CEO), T Streichert (CFO)1, DH Brown, M Joseph2, TM Mokgosi-Mwantembe, PJ Moleketi, JWL Otty3, M Pieters4, RAW Schellekens4, S Timuray5

1. German 2. American 3. British 4 Dutch 5. Turkish

Company secretary
SF Linford

Registered office
Vodacom Corporate Park, 082 Vodacom Boulevard, Midrand 1685, (Private Bag X9904, Sandton 2146)

Transfer secretary
Computershare Proprietary Limited (Registration number: 2000/006082/07) 70 Marshall Street, Johannesburg 2001 (PO Box 61051, Marshalltown 2107)

Sponsor
UBS South Africa (Pty) Limited

ADR depository bank
Deutsche Bank Trust Company Americas

Media relations
Tshepo Ramodibe

Investor relations
Monique Nienaber

Date: 09/11/2015 07:06:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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