Vodacom : BEE Compliance Certificate

Vodacom Group Limited fact sheet

Vodacom is a leading African communications company providing a wide range of communication services, including mobile voice, messaging, data, financial and converged services to 103 million customers (including Safaricom). From our roots in South Africa, we have grown our mobile network business to include operations in Tanzania, the DRC, Mozambique, Lesotho and Kenya1. Our mobile networks cover a total population of over 284 million2 people. Through Vodacom Business Africa, we offer business managed services to enterprises in 32 countries. Vodacom is majority owned by Vodafone (64.5% holding), one of the world's largest communications companies by revenue, and is listed on the JSE in South Africa.

as at 31 March 2018

Key people

Phillip Jabulani Moleketi (Jabu) (60)

Chairman of the BoardJabu is non-executive chairman of Brait SA and the Development Bank of South Africa. He is a former Deputy Minister of Finance (2004-2008) and former MEC (Member of the Executive Council) of Financial and Economic Affairs in the Gauteng Provincial Government (1994-2004). He is a director of several companies listed on the JSE Limited. Jabu was appointed to the Vodacom Group Board in November 2009 and appointed Chairman of the Board in July 2017.

Mohamed Shameel Aziz Joosub (47)

Chief Executive OfficerShameel is a former CEO of Vodafone Spain. He was previously the Managing Director of Vodacom South Africa and a Director of the Vodacom Group Board from 2000 until 2010 prior to his secondment to Vodafone Spain. Shameel joined Vodacom in March 1994 after completing his accounting training contract and has been Managing Director of a number of Vodacom companies since 1998. He was re-appointed to the Vodacom Group Board in September 2012 after his return from Spain.

Till Streichert (44)

Chief Financial OfficerTill held the role of Executive Director Finance at Vodacom South Africa from February 2014, and was subsequently appointed to the Vodacom Group Board as CFO of Vodacom Group, in August 2015. Prior to joining Vodacom, Till was the CFO at Vodafone Romania and held a number of senior finance and commercial roles in Romania, including Director of Channel Marketing, Logistics and Sales Operations, Director of Financial Planning/Reporting and Finance Operations.

Till started his career working for the CEO of T-Mobile Germany before undertaking various senior roles at T-Mobile UK. He has also served as a strategy consultant at The Boston Consulting Group. Till was named CFO of the year 2017.

Non-executive Board members: Bafelelang Priscillah Mabelane, David Hugh Brown, John William Lorimer Otty, Marten Pieters, Michael Joseph, Ronald Adrianus Wilhelmus Schellekens, Sakumzi (Saki) Macozoma, Thoko Martha Mokgosi-Mwantembe, Vivek Badrinath.

Executive committee: Mohamed Shameel Aziz Joosub (CEO), Till Streichert (CFO),

Andries Delport (Chief Technology Officer),

Diego Gutierrez (Chief Operating Officer International Business), Errol van Graan (Chief Officer Commercial Operations),

Jorge Mendes (Chief Officer Consumer Sales and Distribution), Matimba Mbungela (Chief Human Resources Officer),

Nadya Bhettay (Chief Officer Strategy and New Business), Nkateko Nyoka (Chief Officer Legal and Regulatory), Nyimpini Mabunda (Chief Officer Consumer Business Unit), Takalani Netshitenzhe (Chief Officer Corporate Affairs), William Mzimba (Chief Officer Vodacom Business).

Notes:

• 1. As at 7 August 2017 associate holding in Safaricom of 34.94%.

• 2. Total population including Kenya.

* Normalised growth which presents performance on a comparable basis. This excludes merger and acquisition activity and adjusting for trading foreign exchange and foreign currency fluctuations on a constant currency basis (using the current year as base).

Key financials

Year ended 31 MarchYear-on-year % change

Total dividend per share (cents)3

Headline earnings per share (cents)

Free cash flow

Capital expenditure Operating free cash flow

Net profit from associate and joint venture^ Operating profit Net profit

EBIT

Rm Revenue Service revenue EBITDA

Normalised* 7.8 5.1

2018	Reported
86 370 70 632 32 898 23 109 1 507 24 252 15 562 11 594 21 117 14 195 923 815	81 278 68 286 31 238 22 126 1 21 750 13 126 11 292 19 555 11 403 923 830	6.3 3.4 5.3 4.4 - 11.5 18.6 2.7 8.0 24.5 - (1.8)

Contribution % - As at 31 March 2018

2.8

3.0

Shareholder return for the year ended 31 March 2018

Total shareholder return (%)

Vodacom

ZAR 6.2

USD 20.2

MTN

ZAR 3.3

USD 17.0

ZAR (24.3)

Telkom

USD (14.3)

Source: Factset 1 April 2017 to 31 March 2018.

Group medium-term targets4

Service revenue	EBIT	Capex intensity
Mid-single digit	Mid-to-high single digit	12% - 14%

• 3. Declared.

4.

These targets are on average over the next three years and are on a normalised basis in constant currency. The above targets assume broadly stable currencies in each of our markets and stable macro and regulatory environments. Excluding effects from IFRS 15 and IFRS 16 implementation.

Segmented Propositions

We will develop a deep insight of our customers' needs, wants and behaviours, and provide propositions to lead in chosen segments.

Notes:

• 1. 6.25% held indirectly through structured entities which are consolidated in terms of IFRS 10: Consolidated Financial Statements as part of the BBBEE transaction.

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• 2. Bureau for Economic Research (BER) and the Economist Intelligence Unit (EIU). Gross Domestic Profit (GDP) relates to real GDP growth.

• 3. Total average revenue per user (ARPU) is calculated by dividing the average monthly service revenue by the average monthly active customers during the period.

• 4. 2018/2028 relates to the 2G licence and 2026/2032 relates to the 3G licence.

• 5. 2G coverage.

• 6. In August 2017 Vodacom Tanzania Ltd successfully listed 25% of shares through an IPO on the Dar es Salaam stock exchange, thereby diluting the Vodacom Group shareholding in the Company.

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1. Including 11.09% holding by PIC.

Forward-looking statements

This factsheet 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.

All subsequent oral or written forward-looking statements attributable to the Group or any member thereof or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statements above and below. Vodacom expressly disclaims any liability in respect of the content of any forward looking statement and also expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein or to reflect any change in their expectations with regard thereto or any change in events, conditions or circumstances on which any such forward-looking statement is based.