VODACOM GROUP LIMITED - Please Call Me Matter

Please Call Me Matter

Vodacom Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1993/005461/06)
Share code VOD ISIN ZAE000132577
ADR code VDMCY ISIN US9258D2009
("Vodacom" or "the company")


PLEASE CALL ME MATTER


Shareholders are referred to the announcement on 7 February 2024 on the Please Call Me matter, following the
Judgment handed down by the Supreme Court of Appeal ("SCA") on 6 February 2024 ("the SCA Judgment").
Vodacom (Proprietary) Limited ("Vodacom South Africa") confirms that it has lodged its application for leave to
appeal this judgment and order to the Constitutional Court of South Africa ("Constitutional Court").

As a responsible corporate citizen, Vodacom is respectful of the judicial system and abides by the laws of South
Africa. Having considered the SCA judgment and order, it is Vodacom's view that there are key aspects of this
matter which do not accord with the spirit of the law and that the judgment and order are fundamentally flawed. It
is apparent from the dissenting judgment of the SCA that the majority judgment overlooked or ignored many of the
issues between the parties and their evidence and submissions relating to those issues.

Therefore, as a matter of law, in its application for leave to appeal to the Constitutional Court, Vodacom makes
inter alia the following submissions:

•      the SCA's order impinges on the Rule of Law in terms of section 1 of the Constitution of the Republic of
       South Africa 1996 ("the Constitution") and deprives Vodacom of its right to a fair trial under section 34 of
       the Constitution;

•      the SCA misdirects itself by considering and deciding on issues which had not been placed before it for
       adjudication by either Vodacom or Mr Makate;

•      the SCA selectively chooses to only have regard to Mr Makate's evidence, as in the case of models for
       computing compensation payable to Mr Makate, while ignoring swathes of evidence in this regard
       presented by Vodacom contesting Mr Makate's version; and

•      the SCA orders are unintelligible, incomprehensible, and vague rendering them incapable of
       implementation and enforcement.

The impact of the SCA Judgment, should it be upheld, would be vast and wide-ranging on both Vodacom South
Africa and Vodacom Group, as well as the attractiveness of South Africa as an investment destination. It would
negatively impact our employees, shareholders and Vodacom's contribution to public finances. It would also have
an impact on our network investment, coverage, and social programmes.

Vodacom has previously negotiated with Mr. Makate in an attempt to agree reasonable compensation payable to
him. These efforts, to date, unfortunately have failed. Vodacom remains open to constructive dialogue and good
faith negotiations and, without prejudice to its Constitutional Court Appeal process, to agree a fair and reasonable
amount as compensation for Mr Makate's idea that led to the development of the PCM product. It is Vodacom's
desire that the matter be amicably resolved and brought to a timely conclusion.

Background to the Please Call Me matter

In line with a 2016 Constitutional Court order, Vodacom's CEO determined reasonable compensation of R47
million to Kenneth Nkosana Makate, a former employee of Vodacom, for a "buzz idea" which was developed and
launched by Vodacom as a free service to its customers in 2001. Mr Makate rejected this determination and
brought an application to the Gauteng Division of the High Court of South Africa ("High Court") to have the CEO's
determination judicially reviewed and set aside. On 8 February 2022, the High Court set aside the CEO's
determination and ordered him to reconsider the settlement offered to Mr Makate. Vodacom launched an
application for leave to appeal against the judgment on 25 February 2022 and order of the High Court. On 6
February 2024, the Supreme Court handed down its judgment.


Midrand
28 February 2024

Sponsor: Nedbank Corporate and Investment Banking, a division of Nedbank Limited

Date: 28-02-2024 07:05:00
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