Result of annual general meeting Vodacom Group Limited (Incorporated in the Republic of South Africa) (Registration number 1993/005461/06) (Share code: VOD ISIN: ZAE000132577) (ADR code: VDMCY ISIN: US92858D2009) (“Vodacom Group” or “the Company”) Result of annual general meeting Shareholders are advised that at the twenty-second annual general meeting of Vodacom Group held today, Tuesday 18 July 2017, the ordinary and special resolutions as set out in the notice of annual general meeting were passed by the requisite majorities. The number of shares present and outcome of the voting are set out as follows: 72 shareholders holding 1 351 223 911 ordinary shares were present in person or represented by proxy. This represented 90.81% of the issued ordinary shares. Ordinary resolution number 1 – adoption of audited consolidated annual financial statements Number of shares voted: 1 349 422 500 Number of shares for: 1 349 418 697 100% Number shares against: 3 803 Number of shares abstained: 1 801 311 Ordinary resolution number 2 – election of Mr V Badrinath as a director Number of shares voted: 1 349 837 858 Number of shares for: 1 239 428 878 91.82% Number shares against: 110 408 980 8.18% Number of shares abstained: 1 386 027 Ordinary resolution number 3 – re-election of Mr TM Mokgosi-Mwantembe as a director Number of shares voted: 1 349 838 182 Number of shares for: 1 347 903 562 99.86% Number shares against: 1 934 620 0.14% Number of shares abstained: 1 385 729 Ordinary resolution number 4 – re-election of Mr RAW Schellekens as a director Number of shares voted: 1 349 828 416 Number of shares for: 1 240 028 614 91.87% Number shares against: 109 799 802 8.13% Number of shares abstained: 1 388 152 Ordinary resolution number 5 – appointment of PricewaterhouseCoopers Inc. as auditors of the Company Number of shares voted: 1 349 308 606 Number of shares for: 1 349 290 991 100% Number shares against: 17 615 Number of shares abstained: 1 915 279 Ordinary resolution number 6 – approval of remuneration policy Number of shares voted: 1 345 144 490 Number of shares for: 1 267 174 696 94.20% Number shares against: 77 969 794 5.80% Number of shares abstained: 6 079 373 Page 1 of 2 Ordinary resolution number 7 – approval of implementation remuneration policy Number of shares voted: 1 344 052 182 Number of shares for: 1 266 082 427 94.20% Number shares against: 77 969 755 5.80% Number of shares abstained: 6 069 996 Ordinary resolution number 8 – re-election of Mr DH Brown as a member of the Audit, Risk and Compliance Committee Number of shares voted: 1 349 843 343 Number of shares for: 1 348 105 926 99.87% Number shares against: 1 737 417 0.13% Number of shares abstained: 1 380 520 Ordinary resolution number 9 – re-election of Mr PJ Moleketi as a member of the Audit, Risk and Compliance Committee The resolution was withdrawn. Ordinary resolution number 10 – re-election of Ms BP Mabelane as a member of the Audit, Risk and Compliance Committee Number of shares voted: 1 349 710 983 Number of shares for: 1 347 271 229 99.82% Number shares against: 2 439 754 0.18% Number of shares abstained: 1 380 429 Special resolution 1 – general authority to repurchase shares in the Company Number of shares voted: 1 349 083 570 Number of shares for: 1 341 969 654 99.47% Number shares against: 7 113 916 0.53% Number of shares abstained: 2 094 167 Special resolution 2 – increase in non-executive directors’ fees Number of shares voted: 1 349 108 609 Number of shares for: 1 345 840 976 99.76% Number shares against: 3 267 633 0.22% Number of shares abstained: 2 115 254 Special resolution 3 – section 45 - financial assistance to related and interrelated companies Number of shares voted: 1 349 264 120 Number of shares for: 1 346 338 046 99.78% Number shares against: 2 926 074 0.24% Number of shares abstained: 1 959 743 Special resolution 4 – section 44 - financial assistance to staff and executives of the Group to subscribe for acquire options or securities in the Company Number of shares voted: 1 349 806 113 Number of shares for: 1 348 694 464 99.92% Number shares against: 1 111 649 0.08% Number of shares abstained: 1 417 772 Midrand 18 July 2017 Sponsor: UBS South Africa (Pty) Limited ADR depository bank: Deutsche Bank Trust Company Americas Page 2 of 2 Date: 18/07/2017 01:40:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.