19 Jul - 4 min read

Result of annual general meeting

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-sixth annual general meeting of Vodacom Group held
today, Monday 19 July 2021, 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:

73 shareholders holding 1 721 241 702 ordinary shares were present in person or represented by proxy.
This represented 93.76% of the issued ordinary shares.

Ordinary resolution number 1 – adoption of audited consolidated annual financial statements
Number of shares voted:             1 719 703 647
Number of shares for:              1 719 331 146          99.98%
Number shares against:                     372 501         0.02%
Number of shares abstained:             1 537 755          0.08%

Ordinary resolution number 2 – election of Ms RK Morathi as a director
Number of shares voted:              1 720 002 862
Number of shares for:                1 707 307 045        99.26%
Number shares against:                  12 695 817         0.74%
Number of shares abstained:              1 238 540         0.07%

Ordinary resolution number 3 – election of Ms AM O’Leary as a director
Number of shares voted:              1 720 002 181
Number of shares for:                1 459 927 998        84.88%
Number shares against:                 260 074 183        15.12%
Number of shares abstained:              1 239 221         0.07%

Ordinary resolution number 4 – re-election of Mr DH Brown as a director
Number of shares voted:              1 720 002 844
Number of shares for:                1 704 368 187       99.09%
Number shares against:                  15 634 657         0.91%
Number of shares abstained:              1 238 558         0.07%

Ordinary resolution number 5 – re-election of Mr SJ Macozoma as a director
Number of shares voted:              1 719 863 453
Number of shares for:                1 717 297 889        99.85%
Number shares against:                   2 565 564         0.15%
Number of shares abstained:              1 377 949         0.08%

Ordinary resolution number 6 – appointment of Ernst and Young Inc. as auditors of the Company
Number of shares voted:            1 720 002 962
Number of shares for:              1 719 558 442         99.97%
Number shares against:                   444 520          0.03%
Number of shares abstained:            1 238 440          0.07%


Ordinary resolution number 7 – approval of the advisory vote on the remuneration policy
Number of shares voted:             1 720 001 069
Number of shares for:                1 675 717 887         97.43%
Number shares against:                  44 283 182          2.57%
Number of shares abstained:              1 240 333          0.07%

Ordinary resolution number 8 – approval for the implementation of the remuneration policy
Number of shares voted:             1 719 749 326
Number of shares for:               1 691 032 452        98.33%
Number shares against:                 28 716 874          1.67%
Number of shares abstained:              1 492 076         0.08%

Ordinary resolution number 9 – re-election of Mr DH Brown as a member of the Audit, Risk and
Compliance Committee
Number of shares voted:          1 720 002 862
Number of shares for:            1 709 463 410       99.39%
Number shares against:               10 539 452       0.61%
Number of shares abstained:            1 238 540      0.07%

Ordinary resolution number 10 – re-election of Mr CB Thomson as a member of the Audit, Risk and
Compliance Committee
Number of shares voted:           1 720 002 899
Number of shares for:             1 718 275 291        99.90%
Number shares against:                 1 727 608        0.10%
Number of shares abstained:            1 238 503        0.07%

Ordinary resolution number 11 – re-election of Mr KL Shuenyane as a member of the Audit, Risk and
Compliance Committee
Number of shares voted:            1 720 002 162
Number of shares for:              1 715 015 581        99.71%
Number shares against:                  4 986 581        0.29%
Number of shares abstained:             1 239 240        0.07%

Ordinary resolution number 12 – election of Ms NC Nqweni as a member of the Audit, Risk and
Compliance Committee
Number of shares voted:          1 719 981 464
Number of shares for:            1 718 259 383      99.90%
Number shares against:                1 722 081      0.10%
Number of shares abstained:           1 259 938      0.07%

Special resolution 1 – general authority to repurchase shares in the Company
Number of shares voted:              1 719 980 940
Number of shares for:                1 697 552 889         98.70%
Number shares against:                    22 428 051         1.30%
Number of shares abstained:                1 260 462         0.07%

Special resolution 2 – increase in non-executive directors’ fees
Number of shares voted:               1 720 000 839
Number of shares for:                 1 718 384 812          99.91%
Number shares against:                    1 616 027           0.09%
Number of shares abstained:               1 240 563           0.07%



Special resolution 3 – Section 45–financial assistance to related and inter-related companies
Number of shares voted:              1 719 859 606
Number of shares for:                1 715 061 037          99.72%
Number shares against:                    4 798 569           0.28%
Number of shares abstained:         1 381 796        0.08%


Midrand
19 July 2021

Sponsor: UBS South Africa (Pty) Limited
ADR depository bank: Deutsche Bank Trust Company Americas

Date: 19-07-2021 01:26:00
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