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VODACOM GROUP LIMITED - Preliminary results for the year ended 31 March 2016

Release Date: 16/05/2016 07:05
Code(s): VOD     PDF:  
Wrap Text
Preliminary results for the year ended 31 March 2016

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')

Preliminary results
for the year ended 31 March 2016

16 May 2016

Shameel Joosub
Vodacom Group CEO commented:

I am very pleased with our performance this year, with strong execution of our strategy delivering solid results. The acceleration in network investment over the past two years is a
true success story of effective capital investment to ensure growth in revenue and customers. The demand for data continues to be our key driver. Overall revenue grew 7.5% with a
slight decline in customers to 61.3 million, as a result of customer registration requirements in our International operations.

In South Africa, our network superiority has played a significant part in offering better value to our 34.2 million customers, 2.1 million up from last year. We spent R8.7 billion to
upgrade our network infrastructure which includes more than doubling our LTE/4G sites to over 6 000. This enabled us to increase LTE/4G coverage across South Africa to 58%
(from 35%) to satisfy exceptional growth in demand for data. Affordability of devices and data bundles led to a 46.8% increase in data traffic as data bundle sales jumped 85.9%. Our
personalised "Just 4 You" offers, part of our wider pricing transformation strategy, assisted in improved voice revenue trends, while at the same time reducing effective price per
minute by 16.9%.

Our International operations grew strongly with service revenue up by 16.2% compared to 10.0% growth in 2015. This was achieved in an environment of heightened security
regulations where unregistered customers of all operators were suspended. Service revenue from International operations accounted for 26.6% of the Group equivalent. Notably,
Lesotho exceeded R1 billion in revenue for the first time.

Looking ahead, we will continue to explore spectrum opportunities. South Africa is falling behind on broadband roll out and access. Due to the country's dependency on mobile
data, it is key to secure access to spectrum to unlock this growth potential and fulfil the growing data demands of the population. The proposed acquisition of Neotel lapsed in
March due to regulatory complexities and certain conditions not being fulfilled. Our ambitions to increase the rollout of fibre-based broadband services to homes and businesses
remain. We will also continue to drive our customer experience and network advantage by investing heavily in resources and infrastructure. As was the case a year ago, we remain
cautiously optimistic while being fully cognisant of the various changing regulatory and macroeconomic environments.

Highlights

Group revenue up 7.5% (6.0%*) and Group service revenue up 7.4% (5.8%*)

South Africa revenue increased 5.2%

International operations revenue grew 16.6% (9.4%*); representing 22.9% of Group revenue

Group data revenue up 28.5%, supported by strong network investment

Group EBITDA grew 12.8% (10.2%*) to R30 345 million with a 1.8 ppts margin expansion to 37.9%

Group capital expenditure of R12 875 million, focused on rapidly expanding LTE/4G coverage and increasing data speeds

Headline earnings per share ('HEPS') up 2.7% to 883 cents per share, negatively impacted by remeasurement of foreign currency denominated intergroup loans and one-off
BEE charges

Final dividend per share of 400 cents, taking the total dividend to 795 cents per share for the year

                                                                           Year ended 31 March           Year-on-year % change
Rm                                                                         2016            2015        Reported      Normalised*

Revenue                                                                  80 077          74 500#            7.5             6.0
Service revenue                                                          66 763          62 167             7.4             5.8
EBITDA                                                                   30 345          26 905            12.8            10.2
EBIT                                                                     21 696          19 516            11.2
Operating profit                                                         21 059          19 235             9.5
Capital expenditure                                                      12 875          13 305            (3.2)
Operating free cash flow                                                 17 054          14 003            21.8
Free cash flow                                                            9 807           7 763            26.3
Headline earnings per share (cents)                                         883             860             2.7

Notes:
* Normalised growth adjusted for trading foreign exchange gains/losses and at a constant currency (using current year as base), (collectively 'foreign exchange').
# South Africa and Group revenue numbers have been restated. This change is further explained in note 11 of the preliminary condensed consolidated financial statements.
Refer to below for a reconciliation of adjustments.
All growth rates quoted are year-on-year growth rates unless otherwise stated.

Operating review

South Africa
Service revenue increased 4.9% to R49 320 million as the business returned to growth following the 50% cut in mobile termination rates ('MTRs') last year. The successful
execution of our strategy resulted in ARPU trend improvement, boosted by impressive data growth as a result of our accelerated investment programme. Revenue grew at 5.2% to
R62 279 million, underpinned by a 6.2% increase in equipment revenue with 10.5 million devices sold in the year of which 61.6% were smart devices.

Active customers increased by 6.4%, adding 2.1 million customers in the year. The ARPU trend improved largely as a result of lower declines in voice revenue as customers opt into
more attractively priced Just 4 You offers, coupled with the continued increase in data revenue as customers trade up their devices to either 3G or 4G. Total ARPU declined 0.9%
year-on-year to R112. Adjusting for the prior year voucher release of R325 million, ARPU was almost flat, down 0.1%. We have seen great success with the next evolution in our
bundle strategy, with personalised offers for customers through our Just 4 You campaign. These personalised offers optimise spend for customers, while achieving ARPU uplift.
Prepaid bundle purchases increased to over 1 billion. The success of these offers, as well as the migration to better value price plans, has resulted in improving trends on voice
revenue. Active prepaid customers increased 7.6% to 29.3 million. We have migrated 85% of contract customers to new price plans with better value offerings. As a result, contract
in-bundle spend increased to 71.3% (2015: 69.3%). Active contract customers were flat at 4.9 million; contract churn fell from 9.2% a year ago to 8.5% while contract ARPU
increased 4.5% to R397.

Data revenue increased 27.7% to R17 287 million as strong growth in the demand for data continues. Data traffic growth of 46.8% was underpinned by three success factors:
- Improved access to more affordable devices - active smart devices on the network increased 22.8% to 14.1 million, driven mainly by the sale of low cost Vodacom branded
  devices, which account for 25.7% (2015: 16.8%) of total device sales.
- Increased data coverage - the number of active data users on the network expanded 12.7% to 18.7 million customers.
- Our compelling data offers through Just 4 You - this propelled growth in data bundle sales by 85.9% with average monthly data usage increasing 49.8% to 350MB per customer;
  we continue to see good ARPU growth with customers migrating from 2G to 3G and 3G to 4G, growing by 20.5% and 19.7% respectively.

Enterprise continues to deliver strong growth as we leverage network reliability and our leading mobile brand to move more deeply into fixed-line. Enterprise service revenue
(including mobile) now contributes 22.8% of South African service revenue. Fixed-line and business managed services increased 26.5% year-on-year and now comprises 14.9% of
total Enterprise 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. We entered into a strategic partnership with IBM in the second half of the year to provide hosting
solutions and the first global cloud in Africa. Our collaboration with IBM, our extensive fixed and mobile infrastructure, our Pan African and global footprint and our investment in
data centre infrastructure, provides the ideal platform and environment to deliver cloud services to large and multinational enterprises. Internet of things ('IoT'), previously called
machine-to-machine, connections increased 28.2% to 2.3 million.

EBITDA increased 9.5% to R25 016 million with strong revenue growth and EBITDA margin expanding 1.6 ppts to 40.2% due to a strong focus on cost efficiencies. Growth was
impacted by a R531 million foreign exchange gain (2015: R114 million loss) which has been offset by a one-off BEE charge of R127 million included in staff expenses in the current
year and a R308 million voucher release in the previous year. At an individual employee level, we have instilled a cost-conscious culture across the business driving good progress
through our cost savings programme "Fit for growth". Total expenses grew 2.5%, well below revenue growth of 5.2%. We have made several structural changes to deliver cost
containment, such as optimising SIM card distribution costs and buying back our customer bases (from Nashua Mobile (Pty) Limited in the prior year, and more recently from Altech
Autopage (Pty) Limited), which has reduced on-going commissions paid. Other cost saving initiatives included optimising network operational costs through maintenance contract
renegotiations, self-providing more of our transmission services and outsourcing our network maintenance staff to realise scale benefits.

Capital expenditure of R8.7 billion allowed us to substantially widen 3G and LTE/4G data coverage, improve voice quality and increase data speeds. We have more than doubled the
number of LTE/4G sites in the year to over 6 000 sites. 3G coverage increased to 99% of the population and LTE/4G coverage to 58%, up from 35% a year ago. We extended our
high-speed transmission to 89% of our sites. Vodacom claimed top spot in MyBroadband's 2016 War Drive, which tested the download speeds of South Africa's mobile operators'
mobile data networks. During the year, our fibre deployment has also started gaining traction as we start to accelerate deployment to more estates. We also 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 and we aim to complete the migration
of our contract customers by the end of this year.

Our strategic focus on delivering the best customer experience has resulted in a record lead of 15 points over our nearest competitor as measured through our Net Promoter Score.
We have expanded our Travel Saver roaming offer from 27 to 180 countries and enabled free calls to our call centres while roaming. We are also improving our in-store experience
to ensure that a customer walks out with a working device with all of their data transferred and free bonus data to ensure that they have no bill shock when setting up their new
device.

The Group and Neotel confirmed that the agreement between the parties had lapsed due to regulatory complexities in concluding the transaction as well as certain conditions not
being fulfilled. Accordingly, the parties agreed that the proposed restructured transaction could no longer be progressed.

International

Service revenue in our International operations, which account for 26.6% of Group service revenue, increased by 16.2% (9.6%*) with growth in all markets. We are particularly proud
of Vodacom Lesotho having now achieved revenue of over R1 billion. The International operations continue to benefit from increased voice revenue of 14.0% as well as 31.9%
growth in data revenue driven by continued network investment. Mobile data revenue now comprises 22.6% (2015:19.9%) of International service revenue.

Active customers decreased 8.1% to 27.1 million, largely due to the customer registration requirements in DRC and Mozambique. In the DRC, the Government ordered all
unregistered customers to be disconnected in December 2015. Vodacom has suspended customers with no registration records and communicated to such customers the
requirement to register to avoid disconnection. In Mozambique, there has been a phased suspension since November 2015 and a disconnection programme for unregistered
customers agreed by the Government and operators.

Mobile data revenue grew 31.9%, (excluding M-Pesa, 42.2%) supported by an increase of 73.1% in data traffic and 1.8% in active data customers to 10.1 million (also impacted by
customer registration requirements), reflecting strong demand for mobile data services in all our markets. 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 revenue continues to grow strongly at 19.3%, fuelled by expansion of the distribution channel and a growing ecosystem. We added 1.2 million customers, increasing the
number of active customers to 9.2 million1, an increase of 15.4% from the prior year. In Tanzania, M-Pawa (savings and loan product) is gaining traction with 1.6 million customers
actively using the service.

Enterprise service revenue (including mobile) grew 31.1%. Fixed line and business managed services grew at 18.5%, and contributes 53.0% to Group fixed line and business
managed services.

EBITDA grew 31.2% (29.9%*) to R5 385 million, contributing 17.7% to Group EBITDA. EBITDA margin increased from 26.1% to 29.3%, with margin improvement across all
operations. EBITDA was positively impacted by stronger service revenue as well as cost efficiency initiatives of R705 million, partly offset by significant currency devaluation in
Tanzania and Mozambique.

Capital expenditure of R4 090 million represents 22.3% of revenue. 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 added 869 3G, 54 LTE/4G sites and 930 2G sites during the year. The Lesotho service licence was renewed for
another 20 years, expiring in 2036. In DRC, we secured a 10 year renewal of our existing spectrum until January 2028, as well as the allocation of additional spectrum in the 1
800MHz and 1 900MHz band.

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.

Accolades

We have made headway in building our brand and earning the confidence of all our stakeholders. This focus had the South African youth once again voting Vodacom as the Coolest
Brand in the Generation Next Awards and our My Vodacom App won the Best Mobile App in the Digital Impact Awards. We were also 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.

Vodacom claimed top spot in MyBroadband's 2016 War Drive, which tested the download speeds of South Africa's mobile operators' mobile data networks and the MyBroadband
Awards, based on four consumer surveys, voted Shameel Joosub IT person of the year.

In DRC, Vodacom won the VSAT Innovation for Africa award at the 2015 AfricaCom Awards for its rural coverage system.

Prior year restatement

The Group provides financing to customers to acquire handsets at an additional contractual charge in both the direct and indirect distribution channel. In the indirect channel, the
Group historically recognised equipment revenue from finance deals on a gross basis with the corresponding cost in direct expenses. This accounting treatment has been revisited,
since, in the indirect channel the Group is not responsible for transferring the handset to the customer and is therefore financing the acquisition of the handset by the customer. As
a result, the Group has restated its consolidated income statement to reflect only the finance income on these transactions as revenue. This resulted in a decrease in equipment
revenue and a corresponding decrease in direct expenses in previous financial years. The restatement has no impact on EBITDA, earnings or earnings per share.

All prior year numbers have been restated to reflect the change and all growth rates in this document are reflective of the reported numbers. This change is further explained in
note 11 of the preliminary condensed consolidated financial statements.

For the 2015 financial year, revenue was reduced by R2 833 million, with an equal decrease in direct expenses.

Quarterly restated numbers, where applicable, are available on Vodacom.com.

Outlook

We are confident that the strategies that we have implemented to differentiate our network experience, to proactively change our pricing to improve in-bundle spend and offer
customers more value through segmented and personalised pricing, will continue to sustain revenue growth.

We expect data demand to continue to grow strongly as smart devices become more accessible, content becomes more relevant and our 3G and LTE/4G networks reach more
customers. We have proactively accelerated our investment in our networks over the past two years in order to capitalise on this future demand. To support this growth over the
long term, we will explore further options and opportunities to secure access to spectrum in all our markets.

We continue to focus on developing our growth areas, by driving greater contribution from our International operations, deepening our Enterprise offers, growing fibre to the home
and fibre to the business, accelerating data growth, while expanding on other services such as M-Pesa, insurance and the Internet of things.

Our markets are expected to remain highly competitive and regulatory and macroeconomic risks to persist. The challenges in South Africa's macro environment will continue to
keep customer spend under pressure. In our International operations, customer registration will continue to have a dampening effect on customer growth. Volatile currency rates
will have further impact on these operations. Although not immune to these risks, we believe that through the execution of our strategies, we will continue to show resilience in all
our operations.

With these factors in mind, we revise our medium-term targets upwards to low to mid single digit Group service revenue growth, mid to high single digit Group EBITDA growth and
Group capital expenditure of 12 - 14% of Group revenue over the next three years. These targets are on average, over the next three years and are presented on a normalised* basis,
and exclude any M&A activities and spectrum purchases. In addition, we assume broadly stable currencies in each of our markets and stable macro and regulatory environments.

Financial review

Summary financial information
                                                                           Year ended 31 March        % change     Normalised*
Rm                                                                         2016            2015          15/16        % change

Service revenue                                                          66 763          62 167            7.4             5.8
Revenue                                                                  80 077          74 500#           7.5             6.0
EBITDA                                                                   30 345          26 905           12.8            10.2
EBIT                                                                     21 696          19 516           11.2
Operating profit                                                         21 059          19 235            9.5
Net profit                                                               12 910          12 510            3.2
Operating free cash flow                                                 17 054          14 003           21.8
Free cash flow                                                            9 807           7 763           26.3
Capital expenditure                                                      12 875          13 305           (3.2)
Net debt                                                                 21 287          16 760           27.0
Basic earnings per share (cents)                                            881             864            2.0
Headline earnings per share (cents)                                         883             860            2.7

Contribution margin (%)                                                    60.5            58.9       1.6 ppts
EBITDA margin (%)                                                          37.9            36.1       1.8 ppts
EBIT margin (%)                                                            27.1            26.2       0.9 ppts
Operating profit margin (%)                                                26.3            25.8       0.5 ppts
Effective tax rate (%)                                                     31.5            29.9       1.6 ppts
Net profit margin (%)                                                      16.1            16.8      (0.7 ppts)
Net debt/EBITDA (times)                                                     0.7             0.6      0.1 times
Capital intensity (%)                                                      16.1            17.9      (1.8 ppts)
Service revenue

                                                                           Year ended 31 March        % change

Rm                                                                         2016            2015          15/16

South Africa                                                             49 320          47 032            4.9
International                                                            17 763          15 291           16.2
Corporate and eliminations                                                 (320)           (156)        (105.1)

Service revenue                                                          66 763          62 167            7.4

Group service revenue increased 7.4% (5.8%*) to R66 763 million, underpinned by improved trends in voice revenue and data revenue growth of 28.5%. Data revenue contributes
31.9% of Group service revenue compared to 26.7% a year ago. Revenue grew at 7.5% (6.0%*) to R80 077 million supported by strong demand for devices, particularly
smartphones.

In South Africa, service revenue returned to growth increasing 4.9% mainly due to the growth in mobile data and fixed-line services, and improving voice revenue growth trends.

In the International operations, service revenue grew 16.2% (9.6%*) supported by increased voice and the continued take-up of data services as we accelerated our network
investment programme.

# South Africa and Group revenue numbers have been restated. This change is further explained in note 11 of the preliminary condensed consolidated financial statements.


Total expenses1
                                                                           Year ended 31 March        % change
Rm                                                                         2016            2015          15/16

South Africa                                                             37 294          36 391            2.5
International                                                            13 191          11 569           14.0
Corporate and eliminations                                                 (504)           (409)          23.2

Total expenses1                                                          49 981          47 551            5.1

Group total expenses increased 5.1% to R49 981 million less than revenue growth of 7.5%, as our cost programme assisted in offsetting higher costs relating to site growth,
inflation and foreign exchange impact. These expenses include a net trading foreign exchange gain on the revaluation of foreign currency denominated trading items of R383
million (2015: R174 million loss).

In South Africa, total expenses increased 2.5%. Excluding the impact of trading foreign exchange, total expenses increased by 4.3%. The increase was also impacted by a one-off
BEE charge of R127 million included in staff expenses.

In the International operations, total expenses increased by 14.0% (4.7%*), less than revenue growth as a result of cost efficiency initiatives of R705 million. Growth was also
impacted by a write-off of current assets in the DRC in the prior year of R405 million.

EBITDA
                                                                           Year ended 31 March        % change
Rm                                                                         2016            2015          15/16

South Africa                                                             25 016          22 837            9.5
International                                                             5 385           4 104           31.2
Corporate and eliminations                                                  (56)            (36)         (55.6)

EBITDA                                                                   30 345          26 905           12.8

Group EBITDA increased 12.8% (10.2%*) with the Group EBITDA margin up 1.8 ppts to 37.9% (2015: 36.1%). South Africa EBITDA increased 9.5% (6.7%*) with a margin improvement
of 1.6 ppts to 40.2%. Growth was impacted by a R531 million foreign exchange gain (2015: R114 million loss) which has been offset by a one-off BEE charge of R127 million in the
current year and a R308 million voucher release in the previous year. In our International operations, EBITDA grew 31.2% (29.9%*) with the EBITDA margin expanding 3.2 ppts to
29.3%.

Operating profit
                                                                           Year ended 31 March        % change
Rm                                                                         2016            2015          15/16

South Africa                                                             19 215          17 699            8.6
International                                                             1 890           1 569           20.5
Corporate and eliminations                                                  (46)            (33)         (39.4)

Operating profit                                                         21 059          19 235            9.5

Group operating profit increased 9.5% to R21 059 million mainly due to EBITDA growth, partly offset by higher depreciation and amortisation of R8 735 million as we accelerated
our capex investment over the past two years.

In South Africa, operating profit increased 8.6% to R19 215 million due to strong EBITDA growth partly offset by a 10.5% increase in depreciation and amortisation. International
operations' operating profit increased 20.5% to R1 890 million with growth in EBITDA, offset by depreciation and amortisation increasing 25.2%, and a loss of R234 million (2015:
R180 million) recognised from our associate investment in Helios Towers Tanzania.

1. Excluding depreciation, amortisation, impairment losses, BEE charge/income and net loss from associate and joint venture.

Net finance charges
                                                                           Year ended 31 March        % change
Rm                                                                         2016            2015          15/16

Finance income                                                              716             346          106.9
Finance costs                                                            (2 196)         (1 737)          26.4
Net (loss)/gain on remeasurement and disposal of financial instruments     (735)              7        <(200.0)

Net finance charges                                                      (2 215)         (1 384)          60.0

Net finance charges increased 60.0% to R2 215 million due to higher finance costs from increased average debt coupled with marginally higher cost of debt of 7.4% (2015: 7.2%)
and a R735 million net loss on the remeasurement of financial instruments. The net loss on remeasurement of financial instruments includes a R362 million net loss on derivatives
deemed not effectively hedged in accordance with our hedge accounting policy and a net loss mainly from the remeasurement of foreign denominated cash balances and
intergroup loans. The net loss on remeasurement of these intergroup loans were previously accounted for within equity, however due to improved profitability and cash flows in
these operations, these loans are now deemed serviceable and remeasurement gains and losses are reflected in net finance charges.

Taxation

The tax expense of R5 934 million is 11.1% higher than the prior year (2015: R5 341 million). This increase consists of 6.4% due to improved profitability, after adjusting for
unrecognised tax losses, and 4.0% in relation to the one-off benefit from a deferred tax release in Tanzania in the prior year. The Group's effective tax rate increased to 31.5% from
29.9%. The adjustment to deferred tax in the prior year for Tanzania contributed 1.2 ppts of the increase. Unrecognised tax assets relating to the DRC and Vodacom Payment
Services (Pty) Limited contributed 0.2 ppts, and the loss from associate contributed 0.1 ppts to the increase. The remainder is contributed by various non-deductible expenses,
including BEE charges and non-recoverable withholding taxes.

Earnings

Basic earnings per share increased 2.0% to 881 cents while headline earnings per share grew 2.7%, or 23 cents, to close at 883 cents for the year. The strong contribution to growth
from EBITDA of 234 cps was mostly offset by increased depreciation on the back of our accelerated investment programme (-79 cps). Net finance costs increased due to higher net
debt (-6 cps) and revaluation losses (-51 cps) on derivative instruments, an unrealised foreign exchange loss from the re-measurement of the USD denominated inter-group loan in
Mozambique coupled with revaluation losses from foreign currency denominated cash balances. This was due to the devaluation of the reporting currencies in the Group against
the US dollar, euro, British pound and the rand. The one-off BEE charges adversely affected HEPS by 9 cps.


Capital expenditure
                                                                           Year ended 31 March        % change
Rm                                                                         2016            2015          15/16

South Africa                                                              8 747           8 646            1.2
International                                                             4 090           4 654          (12.1)
Corporate and eliminations                                                   38               5         >200.0

Capital expenditure                                                      12 875          13 305           (3.2)

Capital intensity1 (%)                                                     16.1            17.9     (1.8) ppts

The Group's capital expenditure decreased by 3.2% to R12 875 million and is 16.1% of revenue. In South Africa, capital expenditure was directed at accelerating our 3G and LTE/4G
coverage to 99% and 58% respectively. We increased the number of sites self-provided for high-speed transmission to 88.5%. In our International operations, the focus remained on
increasing both coverage and capacity thereby adding 869 3G, 54 4G sites and 930 2G sites.

1. Capital expenditure as a percentage of revenue.

Statement of financial position

Property, plant and equipment increased 10.5% to R39 744 million and intangible assets increased by 25.2% to R9 517 million compared to the prior year. The combined increase
comprises net additions of R13 157 million, the positive impact of translating foreign assets of R603 million and transfers to non-current assets held for sale of R165 million, offset
by depreciation and amortisation of R8 735 million.

Net debt increased R4 527 million to R21 287 million. The increase in non-current debt supports investment in our accelerated investment programme. During the year, we
refinanced R4 000 million current debt that became due with a facility obtained from Vodafone Luxembourg and obtained an additional R2 000 million which was used to settle
short-term overnight borrowings.

Effective 16 March 2016, the Group acquired its Altech Autopage mobile customer base from Autopage for a consideration of R717 million. Of this total consideration, R144 million
represents deferred consideration which was outstanding as at 31 March 2016. The fair value of the net identifiable assets acquired amounted to R349 million. The goodwill of
R368 million represents future synergies, and is allocated to the Group's South Africa cash-generating unit.

Net debt
                                                                           Year ended 31 March        Movement
Rm                                                                         2016            2015          15/16

Bank and cash balances                                                    7 934           9 250         (1 316)
Bank overdrafts                                                            (183)           (380)           197
Current borrowings                                                       (2 284)         (5 351)         3 067
Non-current borrowings                                                  (26 658)        (20 308)        (6 350)
Other financial instruments                                                 (96)             29           (125)

Net debt1                                                               (21 287)        (16 760)        (4 527)

Net debt1/EBITDA (times)                                                    0.7             0.6

Cash flow
Free cash flow
                                                                          Year ended 31 March         % change
Rm                                                                        2016             2015          15/16

Cash generated from operations                                          29 800           26 198           13.7
Cash capital expenditure2                                              (12 746)         (12 195)           4.5

Operating free cash flow                                                17 054           14 003           21.8
Tax paid                                                                (5 456)          (4 979)           9.6
Net finance costs paid                                                  (1 713)          (1 152)          48.7
Net dividends paid                                                         (78)            (109)         (28.4)

Free cash flow                                                           9 807            7 763           26.3

Operating free cash flow increased 21.8% to R17 054 million. Operating free cash flow was positively impacted by increased Group EBITDA while cash capital expenditure increased
by 4.5% or R551 million. We delivered strong free cash flow, up 26.3% or R2 044 million, supported by our growth in operating free cash flow. This has been partly offset by an
increase in cash tax due to our improved profitability and increased net finance costs paid as a result of higher net debt.

1. Debt includes interest bearing debt, non-interest bearing debt and bank overdrafts.
2. 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.

Declaration of final dividend number 14 - payable from income reserves

Notice is hereby given that a gross final dividend number 14 of 400 cents per ordinary share in respect of financial year end 31 March 2016 has been declared payable on
Monday 27 June 2016 to shareholders recorded in the register at the close of business on Friday 24 June 2016. 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 340.00000 cents per ordinary share.

Last day to trade shares cum dividend                                     Friday 17 June 2016
Shares commence trading ex-dividend                                       Monday 20 June 2016
Record date                                                               Friday 24 June 2016
Payment date                                                              Monday 27 June 2016

Share certificates may not be dematerialised or rematerialised between Monday 20 June 2016 and Friday 24 June 2016, both days inclusive.

On Monday 27 June 2016, the final 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 27 June 2016.

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

Dividend policy

The final dividend of 400 cents per share declared above reflects a full year payment of 90% of reported HEPS in line with policy.

The Board maintains its dividend policy to pay at least 90% of headline earnings, after consideration of the factors below.

The Company intends to pay as much of its after tax profits as will be available after retaining such sums and repaying such borrowings owing to third parties as shall be necessary
to meet the requirements reflected in the budget and business plan, taking into account monies required for investment opportunities. There is no fixed date on which entitlement
to dividends arises and the date of payment will be determined by the Board or shareholders at the time of declaration, subject to the JSE Listings Requirements.
For and on behalf of the Board

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

Midrand

Condensed consolidated income statement for the year ended 31 March

                                                                                           2016            2015
Rm                                                                        Notes        Reviewed        Restated1

Revenue                                                                   3, 11          80 077          74 500
Direct expenses                                                              11         (31 594)        (30 589)
Staff expenses                                                                           (5 557)         (4 836)
Publicity expenses                                                                       (1 986)         (2 008)
Other operating expenses                                                                (10 844)        (10 118)
Black economic empowerment (charge)/income                                                  (55)             47
Depreciation and amortisation                                                            (8 735)         (7 581)
Impairment losses                                                                           (14)              -
Net loss from associate and joint venture                                                  (233)           (180)

Operating profit                                                                         21 059          19 235
Finance income                                                                              716             346
Finance costs                                                                            (2 196)         (1 737)
Net (loss)/gain on remeasurement and disposal of financial instruments                     (735)              7

Profit before tax                                                                        18 844          17 851
Taxation                                                                                 (5 934)         (5 341)

Net profit                                                                               12 910          12 510

Attributable to:
Equity shareholders                                                                      12 917          12 672
Non-controlling interests                                                                    (7)           (162)
                                                                                         12 910          12 510


                                                                                           2016            2015
Cents                                                                                  Reviewed         Audited

Basic earnings per share                                                      4             881             864
Diluted earnings per share                                                    4             857             845

1. Refer to Note 11.

Condensed consolidated statement of comprehensive income for the year ended 31 March

                                                                                           2016            2015
Rm                                                                                     Reviewed         Audited

Net profit                                                                               12 910          12 510
Other comprehensive income1                                                                 264             278
 
 Foreign currency translation differences, net of tax                                       260             279
 Gain/(loss) on hedging instruments in cash flow hedges, net of tax                           4              (1)

                                                                                         13 174          12 788
Total comprehensive income

Attributable to:
Equity shareholders                                                                      13 779          13 259
Non-controlling interests                                                                  (605)           (471)
                                                                                         13 174          12 788

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

Condensed consolidated statement of financial position as at 31 March

                                                                                           2016           2015
Rm                                                                         Notes       Reviewed        Audited

Assets

Non-current assets                                                                       51 085         45 954
Property, plant and equipment                                                            39 744         35 959
Intangible assets                                                                         9 517          7 603
Financial assets                                                                            280            605
Investment in associate                                                        8              -            306
Investment in joint venture                                                                   4              4
Trade and other receivables                                                                 754            763
Finance receivables                                                                         761            696
Deferred tax                                                                                 25             18

Current assets                                                                           27 618         25 353

Financial assets                                                                          2 641          2 016
Inventory                                                                                 1 675          1 189
Trade and other receivables                                                              13 275         11 559
Non-current assets held for sale                                               8            589             94
Finance receivables                                                                       1 390          1 122
Tax receivable                                                                              114            123
Bank and cash balances                                                                    7 934          9 250

Total assets                                                                             78 703         71 307

Equity and liabilities
Fully paid share capital                                                                      *              *
Treasury shares                                                                          (1 658)        (1 606)
Retained earnings                                                                        24 635         23 378
Other reserves                                                                            1 181            290

Equity attributable to owners of the parent                                              24 158         22 062
Non-controlling interests                                                                (1 134)          (419)

Total equity                                                                             23 024         21 643
Non-current liabilities                                                                  29 909         23 050

Borrowings                                                                     9         26 658         20 308
Trade and other payables                                                                    815            759
Provisions                                                                                  164            225
Deferred tax                                                                              2 272          1 758

Current liabilities                                                                      25 770         26 614

Borrowings                                                                     9          2 284          5 351
Trade and other payables                                                                 22 845         20 589
Provisions                                                                                   92             91
Tax payable                                                                                 344            182
Dividends payable                                                                            22             21
Bank overdrafts                                                                             183            380

Total equity and liabilities                                                             78 703         71 307

* Fully paid share capital of R100.


Condensed consolidated statement of changes in equity for the year ended 31 March
                                                                                         Equity
                                                                                   attributable           Non-
                                                                                   to owners of    controlling      Total
Rm                                                                                   the parent      interests     equity

31 March 2014 - Audited                                                                  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 BBBEE reserve to liability                                             (322)             -       (322)
Changes in subsidiary holdings                                                           (2 063)          (525)    (2 588)

31 March 2015 - Audited                                                                  22 062           (419)    21 643
Total comprehensive income                                                               13 779           (605)    13 174
Dividends                                                                               (11 660)           (78)   (11 738)
Repurchase, vesting and sale of shares                                                     (167)             -       (167)
Share-based payments                                                                        192              -        192
Changes in subsidiary holdings                                                              (48)           (32)       (80)

31 March 2016 - Reviewed                                                                 24 158         (1 134)    23 024

Condensed consolidated statement of cash flows for the year ended 31 March

                                                                                                          2016       2015
Rm                                                                                         Note       Reviewed    Audited

Cash flows from operating activities
Cash generated from operations                                                                          29 800     26 198
Tax paid                                                                                                (5 456)    (4 979)

Net cash flows from operating activities                                                                24 344     21 219

Cash flows from investing activities
Net additions to property, plant and equipment and intangible assets                                   (13 229)   (12 282)
Business combinations                                                                        10           (573)    (1 018)
Other investing activities                                                                                 122        169

Net cash flows utilised in investing activities                                                        (13 680)   (13 131)

Cash flows from financing activities
Movement in borrowings, including finance costs paid                                                       388      9 610
Dividends paid                                                                                         (11 736)   (11 909)
Repurchase and sale of shares                                                                             (167)      (168)
Acquisition of additional interest in subsidiary                                                          (129)    (2 576)
Net cash flows utilised in financing activities                                                        (11 644)    (5 043)

Net (decrease)/increase in cash and cash equivalents                                                      (980)     3 045
Cash and cash equivalents at the beginning of the year                                                   8 870      5 792
Effect of foreign exchange rate changes                                                                   (139)        33

Cash and cash equivalents at the end of the year                                                         7 751      8 870


Notes to the preliminary condensed consolidated financial statements
for the year ended 31 March

1.     Basis of preparation
       These preliminary condensed consolidated 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 ('IAS') 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 Chartered Accountants ('SAICA') Accounting
       Practices Committee, Financial Pronouncements as issued by the Financial Reporting Standards Council, the JSE Limited ('JSE') 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 and methods of computation are consistent in all material respects with those applied in the previous year,
       except as disclosed in Note 2. The significant accounting policies are available for inspection at the Group's registered office.

       The Group changed the presentation of its statement of cash flows from the direct method to the indirect method in order to align with the
       Group's ultimate parent, Vodafone Group Plc. This presentation will be reflected in the Group's consolidated annual financial statements for the
       year ended 31 March 2016, which will be available online by 17 June 2016.

       During the year, management revisited the accounting judgements applied in accounting for finance deals. Refer to Note 11 for more details.
       There have been no other material changes in judgements or estimates of amounts reported in prior reporting periods.

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

       These preliminary condensed consolidated financial statements for the year ended 31 March 2016 have been reviewed by
       PricewaterhouseCoopers Inc., who expressed an unmodified review conclusion. A copy of the auditor's review report is available for inspection
       at the Group's registered office together with the financial statements identified in the auditor's report.

2.     Changes in accounting policies

       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 ended 31
       March 2016, which will be available online by 17 June 2016.

                                                                                                          2016           2015
       Rm                                                                                  Note       Reviewed       Restated1

3.     Segment analysis
       External customer segment revenue                                                     11         80 077         74 500
        
        South Africa                                                                         11         61 959         58 877
        International                                                                                   18 118         15 623
       
       Inter-segment revenue                                                                                 -              -
        
        South Africa                                                                                      (319)          (327)
        International                                                                                     (239)          (124)
        Corporate and eliminations                                                                         558            451
       
       EBITDA                                                                                           30 345         26 905
       
       South Africa                                                                                     25 016         22 837
       International                                                                                     5 385          4 104
       Corporate and eliminations                                                                          (56)           (36)

       1. Refer to Note 11.

                                                                                                          2016           2015
       Rm                                                                                             Reviewed        Audited
       
       Reconciliation of segment results
       EBITDA                                                                                           30 345         26 905
        Depreciation, amortisation and impairment losses                                                (8 749)        (7 581)
        Black economic empowerment (charge)/income                                                         (55)            47
        Net loss from associate and joint venture                                                         (233)          (180)
        Other                                                                                             (249)            44
       
       Operating profit1                                                                                21 059         19 235
       
       Total assets                                                                                     78 703         71 307
         
         South Africa                                                                                   48 430         46 354
         International                                                                                  25 014         21 861
         Corporate and eliminations                                                                      5 259          3 092

       1. For a reconciliation of operating profit and net profit for the year, refer to the Condensed consolidated income statement.
  


                                                                                                          2016           2015
      Cents                                                                                           Reviewed          Audited

4.    Per share calculations
4.1   Earnings and dividends per share
      Basic earnings per share                                                                             881             864
      Diluted earnings per share                                                                           857             845
      Headline earnings per share                                                                          883             860
      Diluted headline earnings per share                                                                  860             840
      Dividends per share                                                                                  795             805

      Million                                                                                         Reviewed          Audited

4.2   Weighted average number of ordinary shares outstanding for the purpose of calculating:
      Basic and headline earnings per share                                                              1 467           1 466
      Diluted earnings and diluted headline earnings per share                                           1 469           1 468

4.3   Ordinary shares for the purpose of calculating:
      Dividends per share                                                                                1 488           1 488
      
      Vodacom Group Limited acquired 1 767 453 shares in the market during the year at an average price of R136.81 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 R11 829 million (2015: R11 978 million) of which R41
      million (2015: R50 million) was offset against the forfeitable share plan reserve, R5 million (2015: R5 million) expensed as staff
      expenses and R123 million (2015: R124 million) paid to Wheatfields Investments 276 (Pty) Limited, a wholly-owned subsidiary
      holding treasury shares on behalf of the Group.
                                                                                                          2016            2015
      Rm                                                                                              Reviewed         Audited

4.4   Headline earnings reconciliation
      Earnings attributable to equity shareholders for basic earnings per share                         12 917          12 672
      Adjusted for:
       Net loss/(profit) on disposal of property, plant and equipment and intangible assets                 50            (110)
       Impairment losses                                                                                    14               -
                                                                                                        12 981          12 562
      Tax impact of adjustments                                                                            (18)             32
      Non-controlling interests' share in adjustments                                                       (6)             10
      
      Headline earnings for headline earnings per share                                                 12 957          12 604
                                                                                                          (333)           (268)
      Dilutive effect of potential ordinary shares in subsidiary
      Headline earnings for diluted headline earnings per share                                         12 624          12 336

5.    Related parties
      The amounts disclosed in Notes 5.1 and 5.2 include significant balances and transactions with the Group's parent, associate and joint venture.

                                                                                                          2016            2015
      Rm                                                                                              Reviewed         Audited

5.1   Balances with related parties
      Borrowings                                                                                        24 256          21 201

5.2   Transactions with related parties
      Dividends declared                                                                                (7 689)         (7 786)
      Finance costs                                                                                     (1 765)         (1 103)

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 by 17 June 2016.

      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.

                                                                                                          2016            2015
      Rm                                                                                              Reviewed         Audited

6.    Capital commitments
      Capital expenditure contracted for but not yet incurred                                            3 987           2 205
7.    Capital expenditure incurred
      Capital expenditure additions including software                                                  12 875          13 305


8.     Investment in associate

       During the year, the Board approved a plan to exit its investment in its associate, Helios Towers Tanzania Limited ('Helios') through a sale of shares to Helios Towers Africa,
       LTD ('HTA'). The Group expects to complete the sale within the next financial year. The investment was classified as a non-current asset held for sale, and the associated
       shareholder's loan was classified to current assets. The investment is presented in the International segment. The Group has not recognised any impairment losses in
       respect of its investment, since the proceeds are expected to exceed the carrying value of the investment and loan receivable.

9.     Borrowings

       During the current year, the Group obtained an additional 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 16 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 year. 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.

       The residual R3 000 million drawdown on the R4 000 million facility was used to refinance a R3 000 million term loan provided by Vodafone Investments Luxembourg s.a.r.l.
       which matured on 22 March 2016. The repayment date for the new term loan is 22 March 2019 and the loan bears interest at a fixed rate of 9.39% per annum.

10.    Business combinations

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

       Effective 16 March 2016, the Group acquired its Altech Autopage customer base from Autopage for a consideration of R717 million. Of this total consideration, R144
       million represents deferred consideration which was outstanding as at 31 March 2016. The fair value of the net identifiable assets acquired amounted to R349 million. The
       goodwill of R368 million represents future synergies, and is allocated to the Group's South Africa cash-generating unit.

11.    Prior year restatement

       The Group provides financing to customers to acquire handsets at an additional contractual charge in both the direct and indirect distribution channel. In the indirect
       channel, the Group historically recognised equipment revenue from finance deals on a gross basis with the corresponding cost in direct expenses. This accounting
       treatment has been revisited, since, in the indirect channel, the Group is not responsible for transferring the handset to the customer and is therefore financing the
       acquisition of the handset by the customer. As a result, the Group has restated its consolidated income statement to reflect only the finance income on these transactions
       as revenue. This resulted in a decrease in equipment revenue and a corresponding decrease in direct expenses in previous financial years. The restatement has no impact
       on earnings or earnings per share. The amount of the correction was as follows:
                                                                                                              2015
       Rm                                                                                                 Reviewed

       Revenue                                                                                              (2 833)
       Direct expenses                                                                                       2 833

12.    Contingent liabilities

12.1   Guarantees

       The Group issued various guarantees, relating to external financial obligations of its subsidiaries, which amounted to R113 million (2015: R113 million).

       Foreign denominated guarantees amounting to R1 102 million (2015: R911 million) were issued in support of Vodacom Congo (RDC) SA relating to liabilities included in
       the consolidated statement of financial position.

12.2   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 made sufficient provision for any losses arising
       from tax exposures that are more likely to occur than not.

12.3   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 has determined that adequate provision has been made in respect of these legal proceedings as at 31 March 2016.

12.4   Kenneth Makate vs Vodacom (Pty) Limited

       Refer to Note 14.1.

13.    Other matters

13.1   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 for US$15 million. 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.

13.2   Neotel (Pty) Limited ('Neotel')

       The Group and Neotel have confirmed that the agreement between the parties has lapsed due to regulatory complexities in concluding the transaction as well as certain
       conditions not being fulfilled. Accordingly, the parties have agreed that the proposed restructured transaction can no longer be progressed.

13.3   Call termination rates ('CTR')

       The application submitted by Cell C (Pty) Limited ('Cell C') with the High Court to review and set aside the Independent Communications Authority of South Africa's ('Icasa')
       decision on CTR's has subsequently been withdrawn by Cell C.

13.4   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.

13.5   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 in August 2015 by Mr Alieu Badara
       Mohamed Conteh in the Commercial Court of Kinshasa/Gombe against VIL and Vodacom Congo, which was dismissed by the courts in December 2015.

13.6   Customer registration

       In each country where the Group is subject to customer registration requirements, the industry is engaging with authorities to improve the process to ensure customer
       registration. The difficulties experienced by the Group in the registration process include; limited number of national identity cards, the inefficiency of a paper based
       process, and the inability of mass market distribution partners to complete the registration processes correctly. Tanzania and Mozambique have replaced the paper based
       process with an electronic registration process. The Group is continuing to actively register customers and has action plans in each country to achieve full compliance.

13.7   Implementation of Numbering Plan Regulations 2016

       Icasa published Numbering Plan Regulations, in terms of section 68 of the Electronic Communications Act 36 of 2005, as amended, on 24 March 2016. The Group is in the
       process of implementing these regulations.

13.8   Broad Based Black Economic Empowerment ('BBBEE')

       On 29 February 2016, the Department of Trade and Industry ('dti') published the revised draft information and communication technology ('ICT') Sector Code for a 60 day
       public comment period. This code follows the May 2015 implementation of the revised generic dti Codes on BBBEE, which saw a complete overhaul of the current targets
       and requirements. The revised codes are expected to be finalised in June 2016, with the effective date being 1 April 2016.

       In February 2016, the North Gauteng High Court made the following order on the matter of regulatory requirements emanating from the Electronic Communications Act
       36 of 2005: Compliance with the 30% equity ownership to be held by historically disadvantaged persons ('HDI') is peremptory and that Icasa does not have any discretion to
       either waive or relax the immediate requirement to comply with the minimum 30% HDI equity ownership threshold.

13.9   Vodacom Payment Services (Pty) Limited

       In March 2016, a decision was taken to phase out the South African M-Pesa product offering during the course of the next financial year.

14.    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:

14.1   Kenneth Makate ('Mr Makate') vs Vodacom (Pty) Limited ('the Company')
       In 2008, Mr Makate instituted legal proceedings to claim compensation for a business idea that led to a product known as 'Please Call Me'. On 1 July 2014, the South
       Gauteng High Court, Johannesburg ('the High Court') found that Mr Makate had proven the existence of a contract. However, the High Court ruled that the Company was not
       bound by that contract because the responsible director of product development and services did not have authority to enter into any such agreement on the Company's
       behalf. The High Court also rejected Mr Makate's claim on the basis that it had lapsed in terms of the Prescription Act 68 of 1969.

       The High Court and Supreme Court of Appeal ('the Supreme Court') turned down Mr Makate's application for leave to appeal on 11 December 2014 and 2 March 2015,
       respectively. Mr Makate applied for leave to appeal in the Constitutional Court. On 26 April 2016, after having heard the application on 1 September 2015, the
       Constitutional Court granted leave to appeal and upheld Mr Makate's appeal. In doing so, the Constitutional Court ordered that:

       - the Company is bound by the agreement concluded between Mr Makate and the then director of product development and services;
       - the Company is to commence negotiations in good faith with Mr Makate to determine reasonable compensation; and
       - in the event of the parties failing to agree on the reasonable compensation, the matter must be submitted to Vodacom's Chief Executive Officer for determination of the
         amount within a reasonable time.

       Negotiations between the Company and Mr Makate will commence soon, in accordance with the order of the Constitutional Court.

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

       A final dividend of R5 952 million (400 cents per ordinary share) for the year ended 31 March 2016, was declared on 13 May 2016, payable on 27 June 2016 to shareholders
       recorded in the register at the close of business on 24 June 2016. The net dividend after taking into account dividend withholding tax for those shareholders not exempt
       from dividend withholding tax is 340.00000 cents per share.

15.    Fair value hierarchy

       The table below sets out the valuation basis of financial instruments measured at fair value:

                                                                                                                            2016            2015
       Rm                                                                                                               Reviewed          Audited

       Level one1
       Financial assets and liabilities at fair value through profit or loss, classified as held for trading
        Unit trust investments                                                                                               187               73

       Level two2
       Derivatives designated as fair value hedging instruments
        Derivative financial assets                                                                                           73             124
        Derivative financial liabilities                                                                                    (169)            (89)
       Derivatives designated as cash flow hedging instruments
        Derivative financial liabilities                                                                                       -              (6)

       Level three3
       Financial assets and liabilities at fair value through profit or loss, classified as held for trading
        Equity linked notes                                                                                                  173             173
                                                                                                                             264             275

       1. Level one classification is used when the valuation is determined using quoted prices in an active market.
       2. Level two classification is used when valuation inputs used to determine fair value are observable for the asset/(liability), either directly as prices or
          indirectly when derived from prices.
       3. Level three classification is used when unobservable valuation inputs are used to determine the fair value for the asset/(liability).

Reconciliation of normalised growth
                                                                                                             Foreign exchange
March 2016                                                                                   Reported1    Trading     Translation     Normalised*
%                                                                                              % change   FX2 ppts        FX3 ppts      % change

Revenue
Group                                                                                           7.5           -             (1.5)            6.0
International                                                                                  16.6           -             (7.2)            9.4

Service revenue
Group                                                                                           7.4           -             (1.6)            5.8
International                                                                                  16.2           -             (6.6)            9.6

Total expenses
International                                                                                  14.0        (0.7)            (8.6)            4.7
South Africa                                                                                    2.5         1.8                -             4.3

EBITDA
Group                                                                                          12.8        (2.2)            (0.4)           10.2
International                                                                                  31.2         1.9             (3.2)           29.9
South Africa                                                                                    9.5        (2.8)               -             6.7

Reconciliation of normalised growth

March 2016                                                                                                    Trading
Rm                                                                                                           Reported         FX2     Normalised*

Revenue
Group                                                                                                          80 077           -         80 077
International                                                                                                  18 356           -         18 356
South Africa                                                                                                   62 279           -         62 279

Service revenue
Group                                                                                                          66 763           -         66 763
International                                                                                                  17 763           -         17 763
South Africa                                                                                                   49 320           -         49 320

Total expenses
International                                                                                                  13 192        (147)        13 045
South Africa                                                                                                   37 294         531         37 825

EBITDA
Group                                                                                                          30 345        (383)        29 962
International                                                                                                   5 385         147          5 532
South Africa                                                                                                   25 016        (531)        24 485

Reconciliation of normalised growth
                                                                                                             Foreign exchange

March 2015                                                                                                              Trading      Translation
Rm                                                                                         Reported         FX2             FX3       Normalised*

Revenue
Group                                                                                        74 500           -           1 037           75 537
International                                                                                15 747           -           1 037           16 784

Service revenue
Group                                                                                        62 167           -             921           63 088
International                                                                                15 291           -             921           16 212

Total expenses
International                                                                                11 569         (53)            938           12 454
South Africa                                                                                 36 391        (114)              -           36 277

EBITDA
Group                                                                                        26 905         174             103           27 182
International                                                                                 4 104          53             103            4 260
South Africa                                                                                 22 837         114               -           22 951

The reconciliation presents normalised growth adjusted for trading foreign exchange gains/losses and 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 pro-forma information has been reviewed and
reported on by the Group auditors, being PricewaterhouseCoopers Inc. Their unqualified reporting accountant's report thereon is available for inspection at the Company's
registered address.

Notes:
1. The reported percentage change relates to the year-on-year percentage growth from 31 March 2015 to 31 March 2016. The Group's presentation currency is the South African
   rand. Our International operations utilise a number of functional currencies, for example the 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 average rate for the year ended 31 March 2016 (which is derived by dividing the individual subsidiary's translated
   rand value with the functional currency for the year) to 31 March 2015 numbers, thereby giving a user a view of the performance which excludes exchange variances.

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 details
relating to service revenue, 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 the trademarks of their respective owners.

Forward-looking statements

This announcement which sets out the annual results for Vodacom Group Limited for the year ended 31 March 2016 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, BP Mabelane, 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
Byron Kennedy

Investor relations
Shaun van Biljon

Date: 16/05/2016 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
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