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VODACOM GROUP LIMITED - Vodacom Group Limited Interim results for the six months ended 30 September 2016

Release Date: 14/11/2016 07:05
Code(s): VOD     PDF:  
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Vodacom Group Limited Interim results for the six months ended 30 September 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)

Vodacom Group Limited Interim results
for the six months ended 30 September 2016

14 November 2016

Shameel Joosub
Vodacom Group CEO commented:

Our strategy of maintaining a network advantage and delivering value for money continues to reap rewards, despite a low growth economic environment in South Africa and
short-term impacts from customer registration requirements within our International operations.

The Group delivered solid service revenue growth of 5.3%, led by a 2.3 million increase in active customers since March 2016, mostly in South Africa.

In South Africa data remains a key contributor to growth, driven by a high demand for data services. We are actively driving down the cost of data encouraging more customers to
use bundles in order to maximise the value they receive for their money. We assist our customers to remain in-bundle and save money through notifications. This has resulted in
greater momentum in bundle usage growth, with 9.3 million customers now buying more than 223 million data bundles. In addition, as a result of our efforts to make data more
affordable, the effective price per megabyte has declined by 13% in the period or 61% over the past four years. Voice price per minute also declined by 14.3% or 52% over the past
four years. These figures show that our pricing transformation strategy, adopted three years ago, is working to deliver improved value to all South Africans.

We believe that the great offers available through our personalised 'Just 4 You' platform has improved the value perceptions with customers and contributed to the strong 5.7% growth in active customers.

We are very pleased with Enterprise revenue growth of 8.9%1. We have won significant contracts from corporate customers and in the public sector. A major highlight includes securing the
national and provincial government departments' mobile voice and data communications contract for a period of four years. 

We have intensified our focus on customer service through our CARE initiative which, as a result of our investments, has further secured a significant lead in terms of Net Promoter Scores, 
which measures customer satisfaction over our next-best competitor. We are compensating our customers for calls which are dropped on our network to support our claim of being the "best network".

As expected, our International operations have been impacted by customer registration requirements. Nonetheless, we witnessed encouraging net additions to our active customer
base in the second quarter while M-Pesa revenue achieved stellar growth of 36.8%. There are now 10.9 million customers using M-Pesa in our International operations. Our network
advantage has provided us with flexibility when navigating our International operations through these short-term pressures and we remain squarely focussed on the long-term
potential of our International businesses. Nonetheless, I would note the deterioration in the macroeconomic conditions both in the DRC and Mozambique which we are monitoring
closely.

With prices coming down and data usage growing rapidly, networks require continuous significant capital investment to provide greater capacity and coverage. We invested R5.7
billion into our networks in the first half of the year. Over the last three years, across all our operations the total investment was a massive R37 billion.

1. Growth excluding the impact from the acquisition of Autopage in the prior year and X-Link.

Highlights

Group service revenue up 5.3% (4.5%*) and Group revenue up 4.1% (3.5%*)

South Africa service revenue increased 5.6%, aided by a strong growth of 1.5 million active customers in the period

International operations' service revenue grew 5.4% (2.3%*); impacted by customer registration processes

Group data revenue up 18.7%, supported by strong network investment

Group EBITDA grew 4.1% (5.6%*) to R15 278 million with margins flat at 38.1%

Group capital expenditure of R5 714 million, focused on improved 3G and 4G coverage

Headline earnings per share (HEPS) flat at 440 cents per share. Negatively impacted by a tax adjustment in Tanzania and foreign currency impacts. Excluding these and the prior
year loss from associate, HEPS grew 3.5%

Interim dividend per share of 395 cents
                                                                   Six months ended            Year-on-year
                                                                     30 September                % change

Rm                                                                 2016        2015       Reported    Normalised*

Revenue                                                          40 151      38 552            4.1           3.5
Service revenue                                                  33 968      32 244            5.3           4.5
EBITDA                                                           15 278      14 681            4.1           5.6
EBIT                                                             10 847      10 567            2.6
Operating profit                                                 10 717      10 169            5.4
Capital expenditure                                               5 714       6 224           (8.2)
Operating free cash flow                                          8 128       5 831           39.4
Free cash flow                                                    4 014       2 181           84.0
Headline earnings per share (cents)                                 440         440              -
Interim dividend per share declared (cents)                         395         395              -

Notes:
* Normalised growth adjusted for trading foreign exchange gains/losses and at a constant currency (using current period as base), (collectively 'foreign exchange').
  Refer 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 grew 5.6% to R25 463 million aided by strong customer net additions and increased data demand. Revenue grew 3.8% to R31 446 million, impacted by a 5.2%
decrease in equipment revenue as a result of lower sales volumes as consumer spending remained under pressure and the pricing of devices was impacted by the weaker
performance of the rand against foreign currency.

Active customers grew strongly, reaching 35.7 million, with 1.5 million net customer additions in the first half of the year. Our strategy of delivering the best network and offering
value for money continues to both attract and retain customers. Active prepaid customers increased 1.4 million to 30.6 million, as we attracted value-seeking customers looking to
optimise spend. The take up of our personalised 'Just 4 You' offers has led to an improvement in our value perception with customers. Prepaid voice bundle purchases increased
26.8% to 447 million bundles reducing the pace of voice revenue declines for the past four quarters. These personalised offers provide affordability for customers and resulted in a
15.4% reduction in the prepaid effective price per minute, as we make the cost of communication more affordable.

Customers continue to choose us for our superior network and the differentiated customer experience that we deliver through our customer CARE programme. We added 131 000
contract customers, reduced contract customer churn to 5.1% and increased contract ARPU by 5.4% to R408.

Data revenue grew 19.5% to R9 876 million and comprises 38.8% of service revenue up from 34.3% a year ago. This has been supported by active data customers increasing 4.1%
to 18.2 million and increased data traffic which grew 38.4%. This growth was a result of increased bundles sold, greater data coverage and customers migrating to 3G and 4G
devices. Our 'Just 4 You' offers on data propelled growth in data bundle sales by 47.1% to over 223 million bundles in the period. Our focus on improving the value offered to
customers resulted in a 13.0% reduction in the price per megabyte, and a 61% decline over the last four years. 9.3 million of our data customer are now purchasing data bundles.
Active 4G customers on the network increased 88.9% to 3.6 million with the average monthly data usage on smart devices increasing 14.4% to 629MB. This has resulted in an
overall ARPU uplift of 23.7% as customers migrate from 3G to 4G and 17.9% as customers migrate from 2G to 3G.

Enterprise continues to deliver strong revenue growth, up 8.9%1 and now contributes 24.1% (2016: 22.7%) of service revenue. Growth was supported by new customer wins in
mobile, with mobile customer revenue growing 9.2% to R3 846 million. We have secured South Africa's national and provincial government department's mobile voice and data
communications contract for a period of four years. This award will enable us to partner with government to support greater innovation. Internet of things (IoT), connections
increased 27.7% to 2.6 million. We continue with our strategic partnerships with IBM, SAP HANA and Microsoft 365 to build on our fixed-line, cloud and managed services
businesses.

EBITDA growth was strong at 6.1% to R13 013 million supported by good revenue growth and a continued focus on cost efficiencies. The changes we made through our 'fit for
growth' cost savings programme over the past two years have enabled us to achieve 0.9ppts EBITDA margin expansion to 41.4%. We benefitted from channel efficiencies,
commission savings, improved stock management and received a one-off boost from bad debt recoveries. Other cost initiatives included self-providing more of our mobile
backhaul transmission and renegotiation of key contracts with suppliers. These cost saving initiatives have assisted in offsetting higher network operating costs due to our
accelerated capex programme and a trading forex loss of R77 million (2016: R71 million gain).

Capital expenditure of R4 056 million allowed us to substantially widen 3G and 4G data coverage, improve voice quality and increase data speeds. 3G coverage increased to 99.2%
of the population and 4G coverage to 68.7%, up from 46.8% a year ago. We extended our high-speed transmission to 89.8% of our sites. We are making good progress on our fibre
deployment by entering into strategic wholesale agreements to sell services through other network providers. We completed the development of our new customer management
and billing systems to future proof our operations and have migrated approximately 70% of our consumer contract customers to this new platform.

Our customer CARE programme has enabled us to increase our lead to 16 points over our nearest competitor as measured through the Net Promoter Score. We have substantiated
our best network promise with our dropped call compensation guarantee, giving customers free minutes for calls dropped on our network. We have further enhanced our
MyVodacom App, enabling customers to purchase personalised 'Just 4 You' bundles in the app and have made our 24/7 call centre support available free of charge while roaming.

1. Growth excluding the impact from the acquisition of Autopage in the prior year and X-Link.

International

Service revenue increased 5.4% (2.3%*) to R8 725 million, impacted by customer registration requirements and exchange rate volatility. Despite the tough operating environment,
the International operations benefitted from increased voice revenue of 5.0% as well as 15.5% growth in data revenue driven by personalised Just 4 You offers and continued
network investment. Mobile data revenue now comprises 24.7% (2016: 22.5%) of International service revenue.

Active customers decreased 11.0% to 27.9 million as a result of disconnections during the second half of the prior year. New customer acquisitions were impacted by changes in
customer registration processes. However the monthly customer acquisition trend has improved with net customer additions turning positive and recovering during the second
quarter, resulting in net additions of 791 000 customers in the six month period.

Mobile data revenue grew 15.5% to R2 154 million supported by an increase of 14.0% in active data customers to 12.0 million and 38.4% in data traffic, 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 Vodacom SmartTab, expanding 3G and 4G network coverage and driving the adoption of data bundles.

M-Pesa revenue continues to grow strongly at 36.8%, fuelled by continued success in Tanzania and boosted by strong uptake in Mozambique, DRC and Lesotho. DRC has more than
doubled their number of customers, and in Mozambique 38.4% of customers are now using the service. We added 1.7 million customers, increasing the number of active
customers to 10.9 million1, an increase of 19.3% from the prior year. We have implemented a new M-Pesa platform, both in Tanzania and the DRC, with enhanced technology which
has significantly improved stability, resulting in increased trust with customers, a key attribute for success.

EBITDA declined 2.2% (up 1.0%*) to R2 351 million and the EBITDA margin contracted by 2.2ppts to 26.0%. The impact from slower revenue growth was limited by our vigorous
focus on cost containment, mainly from network operation cost savings.

Capital expenditure of R1 619 million represents 17.9% of revenue. We continue to invest significantly in all our markets to strengthen network and service differentiation and to
support data growth and wider voice coverage.

1. Number of unique customers who have generated revenue related to M-Pesa in the past 90 days, of these 8.5 million have been active in the past 30 days.

Regulatory matters

South Africa Integrated information and communication technology (ICT) Policy White Paper (White Paper)

The Ministry of Telecommunications and Postal Services published a White Paper, as approved by cabinet, on 2 October 2016. We support the objectives of the White Paper to make
broadband more accessible and affordable for all. However, as it now stands, we do not believe the White Paper will achieve these objectives. The White Paper proposes a
telecommunications ecosystem that is untested and unproven anywhere in the world. It would be a significant departure from what is currently in place in South Africa and the
polar opposite to what the regulator, Independent Communications Authority of South Africa (ICASA), tabled in its Invitation To Apply for high demand spectrum issued on 15 July
2016.

The Group believes the White Paper as it currently stands, contains a number of policy elements and interventions which are unclear and require more detail. For the White Paper to
have legal effect, a number of new laws would need to be promulgated and/or existing laws amended. Consultation with all stakeholders would be required to give affect to these
changes.

A dedicated team is analysing the contents of the White Paper, with the aim to advise the company as to the potential impact on Vodacom, the industry and South Africa. We will
participate, contribute and propose alternatives, informed by international best practice and norms, to achieve the outcomes the Government is seeking, where appropriate, and we
look forward to continue dialogue as to how best to achieve these objectives.

Listing of Vodacom Tanzania

In June 2016, the Parliament of Tanzania passed The Finance Act, 2016 which amends listing requirements under the Electronic and Postal Communication Act, 2010, to introduce
mandatory listing requirements and require licensed telecommunications operators to list 25% of their authorised share capital through an initial public offering (IPO) on the Dar es
Salaam stock exchange (DSE) within six months from 1 July 2016 (listing requirements).

The Group has communicated its intention to list Vodacom Tanzania Limited on the DSE and proposed changes to the listing requirements to the Government and the Capital
Markets and Securities Authority. The Group is currently preparing for the listing and further information on the proposed listing will be issued in due course.

We are also reviewing our current shareholding structure to ensure a successful listing.

Outlook

Our strategy of investing in network infrastructure, offering customers tailor-made value offers which represent improved value for money and continued improvements in
customer service continues to result in strong operational performance. This has led to good customer growth, reduced churn and extended our lead in customer satisfaction
scores over our nearest competitor.

The demand for data remains high. We continue to bring down barriers to entry by reducing handset costs and lowering the price per megabyte through bundle offers. Our
investment in the network has ensured that high speed data now reaches 99.2% of the population in South Africa. The next step to this evolution in growing demand will be to gain
access to spectrum to enable us to continue rolling out new technologies and services more efficiently in all our markets.

We are also making good progress in future areas of growth. In Enterprise, we have recently won significant contracts especially in the public sector, and won back corporate
customers. We have concluded a number of wholesale agreements for Fibre to the premise, which will give access to a number of additional end points and assist in driving this
business forward.

Our International operations are navigating through some short-term pressure specifically relating to competitive dynamics and the changes to processes relating to customer
registration. While we believe that these pressures will persist in the short term, we noted some improvement during the second quarter, and are positive about future growth
prospects in all our operations. Similarly, we note deteriorating macroeconomic conditions both in the DRC and Mozambique which we will be closely monitoring.

With the above in mind we maintain our targets of 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 in the medium term. These targets are for an average, over the next three years and are on a normalised basis, excluding spectrum purchases and any
merger and acquisition activity. This assumes broadly stable currencies in each of our markets and stable macro and regulatory environments.


Financial review

Summary financial information
                                                                     Six months ended              Year-on-year
                                                                       30 September                  % change

Rm                                                                  2016           2015        Reported   Normalised*

Service revenue                                                   33 968         32 244             5.3          4.5
Revenue                                                           40 151         38 552             4.1          3.5
EBITDA                                                            15 278         14 681             4.1          5.6
EBIT                                                              10 847         10 567             2.6
Operating profit                                                  10 717         10 169             5.4
Net profit                                                         6 275          6 446            (2.7)
Operating free cash flow                                           8 128          5 831            39.4
Free cash flow                                                     4 014          2 181            84.0
Capital expenditure                                                5 714          6 224            (8.2)
Net debt                                                          24 509         21 338            14.9
Basic earnings per share (cents)                                     439            441            (0.5)
Headline earnings per share (cents)                                  440            440               -

Contribution margin (%)                                             62.6           60.6             2.0
EBITDA margin (%)                                                   38.1           38.1               -
EBIT margin (%)                                                     27.0           27.4            (0.4)
Operating profit margin (%)                                         26.7           26.4             0.3
Effective tax rate (%)                                              33.3           30.4             2.9
Net profit margin (%)                                               15.6           16.7            (1.1)
Net debt/EBITDA (times)                                              0.8            0.7             0.1
Capital intensity (%)                                               14.2           16.1            (1.9)

Service revenue

                                                                     Six months ended
                                                                       30 September            % change

Rm                                                                  2016           2015           15/16

South Africa                                                      25 463         24 110             5.6
International                                                      8 725          8 279             5.4
Corporate and eliminations                                          (220)          (145)          (51.7)
Service revenue                                                   33 968         32 244             5.3


Group service revenue increased 5.3% (4.5%*) to R33 968 million, underpinned by net active customer additions of 2.3 million and data revenue growth of 18.7%. Data revenue
contributes 35.4% of Group service revenue compared to 31.4% a year ago. Revenue grew at a slower pace of 4.1% (3.5%*) to R40 151 million due to equipment revenue declining
by 4.9%, mainly due to lower sales volumes.

In South Africa, service revenue increased 5.6% mainly due to the growth in mobile data revenue, active customer additions of 1.5 million and a lower voice revenue decline.
In the International operations, service revenue grew 5.4% (2.3%*) supported by increased voice and the continued take-up of data services as we returned to positive net additions
in the quarter. Overall growth has been impacted by the slowdown of customer acquisitions as a result of customer registration requirements.

Total expenses1
                                                                     Six months ended
                                                                       30 September            % change

Rm                                                                  2016           2015           15/16

South Africa                                                      18 436         18 032             2.2
International                                                      6 703          6 243             7.4
Corporate and eliminations                                          (258)          (285)           (9.5)

Group total expenses1                                             24 881         23 990             3.7

Group total expenses increased 3.7% to R24 881 million, below revenue growth of 4.1%, as our cost saving initiatives aided in offsetting higher costs from inflation, site growth and
negative foreign currency impacts. These expenses include a net trading foreign exchange loss on the revaluation of foreign currency denominated trading items of R251 million
(2015: R7 million loss).

In South Africa, total expenses increased 2.2%. Savings were achieved mainly in direct costs where we realised commissions savings and improved stock management and we
benefitted from one-off bad debt recoveries of R68 million. Excluding the impact of trading foreign exchange, total expenses increased by 1.4%.

In the International operations, expenses were well contained to mitigate the impact of slower revenue growth. Total expenses increased by 7.4% (1.3%*). Savings were realised
mainly from network and maintenance costs.

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

EBITDA
                                                                     Six months ended
                                                                       30 September            % change

Rm                                                                  2016           2015           15/16

South Africa                                                      13 013         12 262             6.1
International                                                      2 351          2 405            (2.2)
Corporate and eliminations                                           (86)            14         <(200.0)

Group EBITDA                                                      15 278         14 681             4.1

Group EBITDA increased 4.1% (5.6%*) with the Group EBITDA margin flat at 38.1%. Growth was negatively impacted by a R251 million foreign exchange loss (2015: R7 million loss).
South Africa EBITDA grew strongly by 6.1% (7.4%*) with a margin improvement of 0.9 ppts to 41.4%. In our International operations, EBITDA declined 2.2% (increased 1.0%*) with
the EBITDA margin contracting 2.2ppts to 26.0% (27.8%*).

Operating profit
                                                                     Six months ended
                                                                       30 September            % change

Rm                                                                  2016           2015           15/16

South Africa                                                       9 971          9 500             5.0
International                                                        833            648            28.5
Corporate and eliminations                                           (87)            21         <(200.0)

Group operating profit                                            10 717         10 169             5.4

Group operating profit increased 5.4% to R10 717 million mainly from EBITDA growth and a loss of R177 million from associates recognised in the prior year. Depreciation and
amortisation of R4 523 million was up 8.3% as we accelerated our capex investment over the past two years.

In South Africa, operating profit increased 5.0% to R9 971 million due to strong EBITDA growth partly offset by a 10.6% increase in depreciation and amortisation. International
operations' operating profit increased 28.5% to R833 million despite a decline in EBITDA, aided by the loss of R177 million in the prior year recognised by our associate investment
in Helios Towers Tanzania (HTT) and depreciation and amortisation growth slowing to 3.5%.


Net finance charges
                                                                     Six months ended
                                                                       30 September             % change

Rm                                                                  2016            2015           15/16

Finance income                                                       388             348            11.5
Finance costs                                                     (1 335)         (1 051)           27.0
Net loss on remeasurement and disposal of financial
instruments                                                         (356)           (206)           72.8

Net finance charges                                               (1 303)           (909)           43.3

Net finance charges increased 43.3% to R1 303 million. The average cost of debt increased to 8.3% from 7.2% mainly due to an average 1.1ppt increase in JIBAR. The average debt
increased 14.4% as the Group drew R4 billion on a facility from Vodafone Investments Luxembourg s.a.r.l., to finance primarily capital expenditure. The R356 million loss on the
remeasurement of financial instruments mainly relates to the USD denominated intergroup loan held by Vodacom Mozambique partially offset by gains on the revaluation of
foreign denominated cash balances.

Taxation

The tax expense of R3 139 million is 11.5% higher than the prior year (2015: R2 814 million). This increase is primarily due to a Tanzanian deferred tax adjustment relating to the
disposal of network assets to HTT. The Group's effective tax rate increased to 33.3% from 30.4%. The Tanzanian adjustment contributed 3.8ppts of the increase. This increase is
slightly offset by the recognition of a deferred tax asset for tax losses brought forward of 0.7ppts. The 0.2ppt remainder is contributed by a decrease in non-deductible expenses.
Earnings

Basic earnings per share decreased 0.5% to 439 cents while headline earnings per share remained flat at 440 cents per share for the period. The overall strong operational
performance for the six months was negatively impacted by a one-off adjustment in taxation for Tanzania (14cps) as well as the impact from weaker local market foreign currency.
The impact of weaker foreign currency rates was most notable in the remeasurement of the intergroup loan to Mozambique (12cps) where the average USD/MZM rate has
devalued 64.8% compared to the prior year. These effects were offset by the loss from associate in relation to HTT recognised in the prior year. Excluding these items, HEPS for the
period grew by 3.5%.

Capital expenditure
                                                                     Six months ended
                                                                       30 September             % change

Rm                                                                  2016            2015           15/16

South Africa                                                       4 056           4 049             0.2
International                                                      1 619           2 175           (25.6)
Corporate and eliminations                                            39               -             n/a
Group capital expenditure                                          5 714           6 224            (8.2)

Group capital intensity1 (%)                                        14.2            16.1

The Group's capital expenditure decreased by 8.2% to R5 714 million as we exit our period of capex acceleration, representing 14.2% of revenue. In South Africa, capital expenditure
was directed at accelerating our 3G capacity and extending 4G coverage to 68.7%. We increased the number of self-provided sites for high-speed transmission to 89.8%. In our
International operations, the focus remained on increasing both coverage and capacity thereby adding 775 3G sites, 284 4G sites and 304 2G sites since March 2016.

1. Capital expenditure as a percentage of revenue.

Statement of financial position

Property, plant and equipment decreased 0.8% to R39 417 million and intangible assets decreased by 4.5% to R9 088 million compared to 31 March 2016. The combined decrease
is as a result of net additions of R5 701 million and assets acquired through business combinations of R272 million, offset by depreciation and amortisation of R4 523 million and
foreign exchange losses of R2 224 million.

Net debt increased R3 222 million to R24 509 million. The increase in non-current borrowings supports investment in our networks and information technology infrastructure.
Net debt
                                                                   As at           As at                           As at
                                                            30 September        31 March        Movement    30 September

Rm                                                                  2016            2016         Mar/Sep            2015

Bank and cash balances                                             8 443           7 934             509           6 952
Bank overdrafts                                                      (90)           (183)             93            (427)
Current borrowings                                                (2 196)         (2 284)             88          (4 516)
Non-current borrowings                                           (30 592)        (26 658)         (3 934)        (23 499)
Other financial instruments                                          (74)            (96)             22             152

Net debt1                                                        (24 509)        (21 287)         (3 222)        (21 338)

Net debt1/EBITDA (times)                                             0.8             0.7                             0.7

Cash flow
Free cash flow
                                                                     Six months ended
                                                                       30 September             % change
Rm                                                                  2016            2015           15/16

Cash generated from operations                                    13 938          11 439            21.8
Cash capital expenditure2                                         (5 810)         (5 608)            3.6

Operating free cash flow                                           8 128           5 831            39.4
Tax paid                                                          (3 111)         (2 820)           10.3
Net finance costs paid                                              (958)           (785)           22.0
Net dividends paid                                                   (45)            (45)              -

Free cash flow                                                     4 014           2 181            84.0

Operating free cash flow increased 39.4% to R8 128 million. Operating free cash flow was positively impacted by higher cash generated from operations in both South Africa and
the International operations, while cash capital expenditure increased by 3.6% year-on-year. Growth benefited from temporary timing differences on delayed payment of foreign
creditors in the DRC and Mozambique due to shortages in foreign currency. The growth in operating free cash flow translated into free cash flow growth of 84.0%.

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 interim dividend number 15 - payable from income reserves

Notice is hereby given that a gross interim dividend number 15 of 395 cents per ordinary share in respect of the six months ended 30 September 2016 has been declared payable
on Monday 5 December 2016 to shareholders recorded in the register at the close of business on Friday 2 December 2016. The number of ordinary shares in issue at the date of
this declaration is 1 487 954 000. The dividend will be subject to a local dividend withholding tax rate of 15% which will result in a net final dividend to those shareholders not
exempt from paying dividend withholding tax of 335.75000 cents per ordinary share.

Last day to trade shares cum dividend                                  Tuesday 29 November 2016
Shares commence trading ex-dividend                                  Wednesday 30 November 2016
Record date                                                              Friday 2 December 2016
Payment date                                                             Monday 5 December 2016

Share certificates may not be dematerialised or rematerialised between Wednesday 30 November 2016 and Friday 2 December 2016, both days inclusive.

On Monday 5 December 2016, the interim dividend will be electronically transferred into the bank accounts of all certificated shareholders where this facility is available.
Shareholders who hold dematerialised shares will have their accounts at their CSDP or broker credited on Monday 5 December 2016.

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

Dividend policy

The interim dividend of 395 cents per share declared above reflects an interim 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
11 November 2016


Condensed consolidated income statement for the six months ended 30 September

                                                                                Six months ended   Year ended
                                                                                   30 September      31 March
                                                                                2016        2015         2016

Rm                                                              Notes       Reviewed   Restated1      Audited

Revenue                                                         3, 10         40 151      38 552       80 077
Direct expenses                                                    10        (15 022)    (15 182)     (31 594)
Staff expenses                                                                (2 764)     (2 575)      (5 557)
Publicity expenses                                                              (967)       (963)      (1 986)
Other operating expenses                                                      (6 128)     (5 270)     (10 844)
Black economic empowerment charge                                                (30)        (39)         (55)
Depreciation and amortisation                                                 (4 523)     (4 177)      (8 735)
Impairment losses                                                                  -           -          (14)
Loss from associate and joint venture                                              -        (177)        (233)

Operating profit                                                              10 717      10 169       21 059
Finance income                                                                   388         348          716
Finance costs                                                                 (1 335)     (1 051)      (2 196)
Net loss on remeasurement and disposal of financial
instruments                                                                     (356)       (206)        (735)

Profit before tax                                                              9 414       9 260       18 844
Taxation                                                                      (3 139)     (2 814)      (5 934)

Net profit                                                                     6 275       6 446       12 910

Attributable to:
Equity shareholders                                                            6 442       6 464       12 917
Non-controlling interests                                                       (167)        (18)          (7)
                                                                               6 275       6 446       12 910


                                                                                Six months ended   Year ended
                                                                                   30 September      31 March
                                                                                2016        2015         2016
Cents                                                           Notes       Reviewed    Reviewed      Audited

Basic earnings per share                                            4            439         441          881
Diluted earnings per share                                          4            427         430          857

1. Refer to Note 10.

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

                                                                                Six months ended   Year ended
                                                                                   30 September      31 March
                                                                                2016        2015         2016
Rm                                                                          Reviewed    Reviewed      Audited

Net profit                                                                     6 275       6 446       12 910
Other comprehensive income1                                                   (1 619)        330          264
 
 Foreign currency translation differences, net of tax                         (1 619)        314          260
 Gain on hedging instruments in cash flow hedges, net of tax                       -          16            4

                                                                               4 656       6 776       13 174
Total comprehensive income

Attributable to:
Equity shareholders                                                            4 767       7 184       13 779
Non-controlling interests                                                       (111)       (408)        (605)
                                                                               4 656       6 776       13 174

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

Condensed consolidated statement of financial position as at 30 September

                                                                               Six months ended    Year ended
                                                                                  30 September       31 March
                                                                                2016        2015         2016

Rm                                                             Notes        Reviewed    Reviewed      Audited

Assets
Non-current assets                                                            51 080      48 558       51 085

Property, plant and equipment                                                 39 417      38 005       39 744
Intangible assets                                                              9 088       7 877        9 517
Financial assets                                                                 724         678          280
Investment in associate                                                            -         110            -
Investment in joint venture                                                        5           4            4
Trade and other receivables                                                      747         895          754
Finance receivables                                                              888         971          761
Deferred tax                                                                     211          18           25

Current assets                                                                29 579      26 660       27 618

Financial assets                                                               2 979       2 446        2 641
Inventory                                                                      1 146       1 083        1 675
Trade and other receivables                                                   14 546      14 096       13 275
Non-current assets held for sale                                                 585         312          589
Finance receivables                                                            1 603       1 571        1 390
Tax receivable                                                                   277         200          114
Cash and cash equivalents                                                      8 443       6 952        7 934

Total assets                                                                  80 659      75 218       78 703

Equity and liabilities
Fully paid share capital                                                           *           *            *
Treasury shares                                                               (1 719)     (1 658)      (1 658)
Retained earnings                                                             25 216      23 975       24 635
Other reserves                                                                  (574)      1 009        1 181

Equity attributable to owners of the parent                                   22 923      23 326       24 158
Non-controlling interests                                                       (978)       (887)      (1 134)

Total equity                                                                  21 945      22 439       23 024
Non-current liabilities                                                       34 120      26 319       29 909

Borrowings                                                         8          30 592      23 499       26 658
Trade and other payables                                                         743         765          815
Provisions                                                                       166         179          164
Deferred tax                                                                   2 619       1 876        2 272

Current liabilities                                                           24 594      26 460       25 770

Borrowings                                                         8           2 196       4 516        2 284
Trade and other payables                                                      22 066      21 296       22 845
Provisions                                                                       103          69           92
Tax payable                                                                      118         130          344
Dividends payable                                                                 21          22           22
Bank overdrafts                                                                   90         427          183

Total equity and liabilities                                                  80 659      75 218       78 703

* Fully paid share capital of R100.

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

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

1 April 2016                                                                  24 158       (1 134)     23 024
Total comprehensive income                                                     4 767         (111)      4 656
Dividends                                                                     (5 862)         (45)     (5 907)
Repurchase, vesting and sale of shares                                          (162)           -        (162)
Share-based payments                                                              46            -          46
Changes in subsidiary holdings                                                   (24)         312         288

30 September 2016 - Reviewed                                                  22 923         (978)     21 945

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

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

1 April 2015                                                                  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 - Audited                                                       24 158       (1 134)     23 024

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

                                                                               Six months ended    Year ended
                                                                                 30 September        31 March

                                                                                2016         2015        2016

Rm                                                                          Reviewed     Reviewed     Audited

Cash flows from operating activities
Cash generated from operations                                                13 938       11 439      29 800
Tax paid                                                                      (3 111)      (2 820)     (5 456)

Net cash flows from operating activities                                      10 827        8 619      24 344

Cash flows from investing activities
Net additions to property, plant and equipment and intangible assets          (5 822)      (5 659)    (13 229)
Business combinations                                                           (285)           -        (573)
Other investing activities                                                      (684)         184         122

Net cash flows utilised in investing activities                               (6 791)      (5 475)    (13 680)

Cash flows from financing activities
Movement in borrowings, including finance costs paid                           2 648          686         388
Dividends paid                                                                (5 907)      (5 911)    (11 736)
Repurchase and sale of shares                                                   (162)        (163)       (167)
Changes in subsidiary holdings                                                   291          (72)       (129)

Net cash flows utilised in financing activities                               (3 130)      (5 460)    (11 644)

Net increase/(decrease) in cash and cash equivalents                             906       (2 316)       (980)
Cash and cash equivalents at the beginning of the year                         7 751        8 870       8 870
Effect of foreign exchange rate changes                                         (304)         (29)       (139)

Cash and cash equivalents at the end of the period/year                        8 353        6 525       7 751


Notes to the preliminary condensed consolidated financial statements for the six months ended 30 September

1.     Basis of preparation
       These condensed consolidated interim financial statements have been prepared in accordance with the framework
       concepts, the recognition and measurement criteria of International Financial Reporting Standards (IFRS) and in
       accordance with and containing the information required by International Accounting Standard (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, judgements, estimates and methods of computation are consistent in all material
       respects with those applied in the consolidated annual financial statements for the year ended 31 March 2016, except
       as disclosed in Note 2. The significant accounting policies are available for inspection at the Group's registered office.

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

       These condensed consolidated interim financial statements 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 and estimates
       The Group adopted the new, revised or amended accounting pronouncements as issued by the IASB, which were
       effective and applicable to the Group from 1 April 2016, none of which had any material impact on the Group's financial
       results for the year.

       Full details on changes in accounting policies will be disclosed in the Group's consolidated annual financial statements
       for the year ending 31 March 2017, which will be available online.


                                                                                             Six months ended         Year ended
                                                                                                30 September            31 March

                                                                                            2016            2015            2016
       Rm                                                                               Reviewed       Restated1         Audited

3.     Segment analysis
       External customer segment revenue                                                  40 151          38 552          80 077
        
        South Africa                                                                      31 306          30 116          61 959
        International                                                                      8 845           8 436          18 118
       
       Inter-segment revenue                                                                   -               -               -
        
        South Africa                                                                        (143)           (176)           (319)
        International                                                                       (205)            (94)           (239)
        Corporate and eliminations                                                           348             270             558
       
       EBITDA                                                                             15 278          14 681          30 345
       
       South Africa                                                                       13 013          12 262          25 016
       International                                                                       2 351           2 405           5 385
       Corporate and eliminations                                                            (86)             14             (56)
       
       1. Refer to Note 10.

                                                                                             Six months ended         Year ended
                                                                                                30 September            31 March

                                                                                            2016            2015            2016
       Rm                                                                               Reviewed        Reviewed         Audited

       Reconciliation of segment results
       EBITDA                                                                             15 278          14 681          30 345
        Depreciation, amortisation and impairment losses                                  (4 523)         (4 177)         (8 749)
        Black economic empowerment charge                                                    (30)            (39)            (55)
        Loss from associate and joint venture                                                  -            (177)           (233)
        Other                                                                                 (8)           (119)           (249)

       Operating profit1                                                                  10 717          10 169          21 059

       Total assets                                                                       80 659          75 218          78 703

         South Africa                                                                     55 029          49 461          48 430
         International                                                                    24 263          23 734          25 014
         Corporate and eliminations                                                        1 367           2 023           5 259

       Total liabilities                                                                 (58 714)        (52 779)        (55 679)

         South Africa                                                                    (48 272)        (42 837)        (40 664)
         International                                                                   (17 567)        (16 073)        (16 852)
         Corporate and eliminations                                                        7 125           6 131           1 837

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

                                                                                             Six months ended         Year ended
                                                                                                30 September            31 March

                                                                                            2016            2015            2016
       Cents                                                                            Reviewed        Reviewed         Audited

4.     Per share calculations
4.1    Earnings and dividends per share
       Basic earnings per share                                                              439             441             881
       Diluted earnings per share                                                            427             430             857
       Headline earnings per share                                                           440             440             883
       Diluted headline earnings per share                                                   427             430             860
       Dividends per share1                                                                  400             400             795

       1. Includes dividend of 400 cents per share declared on 13 May 2016 (30 September 2015: 400 cents per share
          declared on 14 May 2015). The 31 March 2016 dividend per share includes dividends of 400 cents per share and
          395 cents per share, declared on 14 May 2015 and 6 November 2015, respectively. The Group declared an interim
          dividend in respect of the year ending 31 March 2017 after the reporting period (Note 13).

                                                                                             Six months ended         Year ended
                                                                                                30 September            31 March
                                                                                            2016            2015            2016
       Million                                                                          Reviewed        Reviewed         Audited


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

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

       Vodacom Group Limited acquired 1 386 131 shares in the market during the period at an average price of R166.57 per
       share. Share repurchases did not exceed 1% of Vodacom Group Limited's issued share capital. Dividend per share
       calculations are based on a dividend declared of R5 952 million (30 September 2015: R5 952 million; 31 March 2016:
       R11 829 million) of which R25 million (30 September 2015: R21 million; 31 March 2016: R41 million) was offset against
       the forfeitable share plan reserve, R3 million (30 September 2015: R3 million; 31 March 2016: R5 million) expensed as
       staff expenses and R62 million (30 September 2015: R61 million; 31 March 2016: R123 million) paid to Wheatfields
       Investments 276 (Pty) Limited, a wholly-owned subsidiary holding treasury shares on behalf of the Group.

                                                                                             Six months ended         Year ended
                                                                                                30 September            31 March

                                                                                            2016            2015            2016
       Rm                                                                               Reviewed        Reviewed         Audited

4.4    Headline earnings reconciliation
       Earnings attributable to equity shareholders for basic and diluted earnings
       per share                                                                           6 442           6 464          12 917
       Adjusted for:
        Net loss on disposal of property, plant and equipment
        and intangible assets                                                                  7               2              50
        Impairment losses                                                                      -               -              14
                                                                                           6 449           6 466          12 981
       Tax impact of adjustments                                                               -              (4)            (18)
       Non-controlling interests' share in adjustments                                        (3)             (2)             (6)

       Headline earnings for headline earnings per share1                                  6 446           6 460          12 957
       Dilutive effect of potential ordinary shares in subsidiary                           (173)           (146)           (333)

       Headline earnings for diluted headline earnings per share                           6 273           6 314          12 624

       1. This disclosure is a requirement of the JSE Limited and is not a recognised measure under IFRS. It has been calculated
          in accordance with Circular 2/2015 as issued by SAICA.

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


                                                                                             Six months ended         Year ended
                                                                                                30 September            31 March

                                                                                            2016            2015            2016
       Rm                                                                               Reviewed        Reviewed         Audited

5.1    Balances with related parties
       Borrowings                                                                         28 330          24 244          24 256

5.2    Transactions with related parties
       Dividends declared                                                                 (3 869)         (3 869)         (7 689)
       Finance costs                                                                      (1 105)           (819)         (1 765)

       Full details of balances and transactions with related parties will be disclosed in the Group's consolidated annual
       financial statements for the year ending 31 March 2017, which will be available online.

5.3    Directors' and key management personnel remuneration
       Compensation paid to the Group's Board, prescribed officers and key management personnel will be disclosed in the
       Group's consolidated annual financial statements for the year ending 31 March 2017, which will be available online.
       There have been no new appointments or resignations of directors for the period ending 30 September 2016.

                                                                                            Six months ended          Year ended
                                                                                               30 September             31 March

                                                                                            2016            2015            2016
       Rm                                                                               Reviewed        Reviewed         Audited

6.     Capital commitments
       Capital expenditure contracted for but not yet incurred                             6 602           4 671           3 987

7.     Capital expenditure incurred
       Capital expenditure additions including software                                    5 714           6 224          12 875

8.     Borrowings and facilities
       During the current period the Group drew on a facility from Vodafone Investments Luxembourg s.a.r.l. with a nominal
       value of R4 000 million, which will be used primarily for capital expenditure. The loan bears interest payable quarterly at
       three-month JIBAR plus 1.57%, is unsecured and repayable on 29 July 2021.

9.     Business combinations
9.1    Shared Networks Tanzania Limited (Shared Networks)
       During the current period, the Group acquired 100% of the issued share capital of Shared Networks from its shareholders
       for a consideration of US$15 million, less a working capital adjustment of US$4 million. The fair value of the net
       identifiable assets acquired amounted to US$11 million. The goodwill represents future synergies, and is allocated to the
       Group's Tanzania cash-generating unit.

10.    Prior period restatement
       The Group historically recognised equipment revenue from finance deals on a gross basis with the corresponding cost in
       direct expenses. This accounting treatment was revisited in the prior financial year, and as a result, the Group has restated
       its comparative consolidated income statement, leading to a decrease in equipment revenue and a corresponding
       decrease in direct expenses. The restatement has no impact on earnings or earnings per share. The amount of the
       correction was as follows:
                                                                                                                      Six months
                                                                                                                           ended
                                                                                                                    30 September
       Rm                                                                                                                   2015

       Revenue                                                                                                            (1 404)
       Direct expenses                                                                                                     1 404

11.    Contingent liabilities
11.1   Guarantees
       The Group has various guarantees in issue, relating to external financial obligations of its subsidiaries, which amounted to
       R119 million (30 September 2015: R116 million; 31 March 2016: R113 million).

       Foreign denominated guarantees amounting to R1 030 million (30 September 2015: R1 040 million; 31 March 2016: R1 102 million) 
       are in issue in support of Vodacom Congo (RDC) SA.

11.2   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.

11.3   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 30 September 2016.

11.4   Kenneth Makate (Mr Makate) vs Vodacom (Pty) Limited (the Company)
       The Constitutional Court, inter alia, directed the Company to commence negotiations with Mr Makate in order to
       determine a reasonable compensation payable to him for a business idea that led to a product known as 'Please Call Me'.
       Negotiations have commenced and are ongoing.

12.    Other matters
12.1   Competition Commission complaint lodged by Cell C (Pty) Limited
       Investigations on this complaint are ongoing and the Group has complied with information requests in this regard.

12.2   G.H. Investments (GHI) and Vodacom Congo (RDC) SA (Vodacom Congo)
       Vodacom Congo contracted with GHI to install ultra-low cost base stations on a revenue share basis. After rolling out three
       sites, GHI stopped and sought to renegotiate the terms. Vodacom Congo refused. GHI accused it of bad faith and
       infringement of its intellectual property rights. In April 2015, GHI issued a letter of demand claiming payment for a sum of
       US$1.16 billion, even though there does not seem to be a proper basis nor any substantiation for the compensation
       claimed. A follow-up mediation meeting was scheduled for December 2015 but was postponed without a fixed date. In
       July 2016, Vodacom Congo filed a request for arbitration with the International Chamber of Commerce's International Court of
       Arbitration.

12.3   Vodacom Congo (RDC) SA
       Vodacom Congo is facing a patent infringement claim filed in July 2016. The plaintiff is asking the Commercial Court of
       Kinshasa/Gombe inter alia to prohibit Vodacom Congo from providing the M-Pesa service and to order Vodacom Congo to
       pay damages of US$200 million for losses resulting from the alleged patent infringement.

       Two hearings have been held, and this matter has been postponed to 22 November 2016.

12.4   Customer registration
       In each country where the Group is subject to customer registration requirements, the industry is engaging with
       authorities to improve the customer registration process. The Group continues to register customers and actively manage
       its risk, while progressing on action plans in each country to achieve full compliance. An accelerated action plan is
       currently underway in Mozambique where an order was recently received to disconnect unregistered customers by 
       30 November 2016. The impact of this order is not expected to be significant. The Group also continues to participate in
       government and industry meetings which oversee the implementation of the registration processes.

12.5   Radio frequency spectrum licences
       On 15 July 2016, the Independent Communications Authority of South Africa (ICASA) gazetted an Invitation to Apply (ITA)
       for spectrum licences to provide mobile broadband services in the 700MHz, 800MHz and 2600MHz bands. The Ministry of
       Telecommunications and Postal Services (the ministry) launched a High Court application to have the implementation of
       the ITA interdicted, and on 30 September 2016 the Pretoria High Court granted the interdict which prevents ICASA from
       implementing the spectrum licencing process contemplated in the ITA, pending an outcome of the review.

12.6   Integrated information and communication technology (ICT) Policy White Paper (White Paper)
       The ministry published a White Paper, as approved by Cabinet, on 2 October 2016. The ministry intends to effect
       amendments to various acts, including the Electronic Communications Act (ECA), Broadcasting Act, ICASA Act, Electronic
       Communications and Transactions Act, and other affected legalisation to bring it in line with the White Paper. For the
       White Paper to have legal effect, a number of new laws would need to be promulgated and/or existing laws amended.
       Consultation with all stakeholders would be required to give effect to these changes.

12.7   Broad Based Black Economic Empowerment
       The revised draft ICT Sector Code published by the Department of Trade and Industry was gazetted as the final amended
       ICT Sector Code on 7 November 2016. The Group is in the process of analysing the changes in order to assess the impact.

12.8   Vodacom Tanzania Limited Listing Requirement
       In June 2016, the Parliament of Tanzania passed The Finance Act, 2016 which amends listing requirements under the
       Electronic and Postal Communication Act, 2010, to introduce mandatory listing requirements and require licensed
       telecommunications operators to list 25% of their authorised share capital through an initial public offering and listing on
       the Dar es Salaam stock exchange (DSE) within six months from 1 July 2016 (listing requirements).

       The Group has communicated its intention to list Vodacom Tanzania Limited on the DSE, and proposed changes to be
       made to the listing requirements to the Government and the Capital Markets and Securities Authority.

       The Group is currently preparing for the listing and further information on the proposed listing will be issued in due course.


13.    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:

13.1   Dividend declared after the reporting date and not recognised as a liability
       An interim dividend of R5 877 million (395 cents per ordinary share) for the year ending 31 March 2017, was declared on
       11 November 2016, payable on 5 December 2016 to shareholders recorded in the register at the close of business on 
       2 December 2016. The net dividend after taking into account dividend withholding tax for those shareholders not exempt
       from dividend withholding tax is 335.75000 cents per share.

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

                                                                                               Six months ended     Year ended
                                                                                                 30 September         31 March

                                                                                               2016         2015          2016
       Rm                                                                                  Reviewed     Reviewed       Audited

       Level one1
       Financial assets and liabilities at fair value through profit or loss, classified
       as held for trading
        Unit trust investments                                                                  205          168           187

       Level two2
       Derivatives designated as fair value hedging instruments
        Derivative financial assets                                                              24          249            73
        Derivative financial liabilities                                                        (98)         (98)         (169)

       Level three3
       Financial assets and liabilities at fair value through profit or loss, classified
       as held for trading
        Equity linked notes                                                                       -          173           173
                                                                                                131          492           264

       The fair value of foreign exchange forward contracts is determined with reference to quoted market prices for similar
       instruments, being the mid forward rates as at the reporting date.

       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 for the six months ended

                                                                               Foreign exchange

30 September 2016                                              Reported1      Trading   Translation   Normalised*
%                                                              % change      FX2 ppts      FX3 ppts     % change

Revenue
Group                                                               4.1             -          (0.6)         3.5
International                                                       6.1             -          (3.1)         3.0

Service revenue
Group                                                               5.3             -          (0.8)         4.5
International                                                       5.4             -          (3.1)         2.3

Total expenses
International                                                       7.4          (1.4)         (4.7)         1.3
South Africa                                                        2.2          (0.8)            -          1.4

EBITDA
Group                                                               4.1           1.6          (0.1)         5.6
International                                                      (2.2)          3.7          (0.5)         1.0
South Africa                                                        6.1           1.3             -          7.4

Reconciliation of normalised growth for the six months ended

30 September 2016                                                             Trading
Rm                                                             Reported           FX2    Normalised*

Revenue
Group                                                            40 151             -        40 151
International                                                     9 049             -         9 049
South Africa                                                     31 446             -        31 446

Service revenue
Group                                                            33 968             -        33 968
International                                                     8 725             -         8 725
South Africa                                                     25 463             -        25 463

Total expenses
International                                                     6 703          (169)        6 534
South Africa                                                     18 436           (77)       18 359

EBITDA
Group                                                            15 278           251        15 529
International                                                     2 351           169         2 520
South Africa                                                     13 013            77        13 090


Reconciliation of normalised growth for the six months ended
                                                                               Foreign exchange

30 September 2015                                                             Trading   Translation
Rm                                                             Reported           FX2           FX3   Normalised*

Revenue
Group                                                            38 552             -           257       38 809
International                                                     8 530             -           257        8 787

Service revenue
Group                                                            32 244             -           247       32 491
International                                                     8 279             -           247        8 526

Total expenses
International                                                     6 243           (77)          284        6 450
South Africa                                                     18 032            71             -       18 103

EBITDA
Group                                                            14 681             7            12       14 700
International                                                     2 405            77            12        2 494
South Africa                                                     12 262           (71)            -       12 191


Reconciliation of normalised growth for the quarter ended

30 September 2016                                              Reported4  Translation    Normalised*
%                                                              % change      FX5 ppts      % change

Revenue
Group                                                               2.6           0.9           3.5
International                                                      (0.1)          3.9           3.8

Service revenue
Group                                                               3.5           1.0           4.5
International                                                      (2.0)          3.8           1.8


Reconciliation of normalised growth for the quarter ended

30 September 2016                                                         Translation
Rm                                                             Reported           FX5    Normalised*

Revenue
Group                                                            20 249             -        20 249
International                                                     4 429             -         4 429

Service revenue
Group                                                            17 162             -        17 162
International                                                     4 246             -         4 246


Reconciliation of normalised growth for the quarter ended

30 September 2015                                                         Translation
Rm                                                             Reported           FX5    Normalised*

Revenue
Group                                                            19 746          (167)       19 579
International                                                     4 435          (167)        4 268

Service revenue
Group                                                            16 584          (161)       16 423
International                                                     4 334          (161)        4 173

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 not been reviewed and
reported on by the Group auditors, being PricewaterhouseCoopers Inc.

Notes:
1.     The reported percentage change relates to the year-on-year percentage growth from 30 September 2015 to 30 September 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 30 September 2016 (which is derived by dividing the individual subsidiary's
       translated rand value with the functional currency for the year) to 30 September 2015 numbers, thereby giving a user a view of the performance which excludes exchange
       variances. 
4.     The reported percentage change relates to the quarter to date year-on-year percentage growth. 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. 
5.     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 quarter to date average rate (which is derived by dividing the individual subsidiary's
       translated rand value with the functional currency for the year) 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 to 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 interim results for Vodacom Group Limited for the six months ended 30 September 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: 14/11/2016 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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