Vodacom to list on the JSE on 5 May 2009

Tuesday, March 3, 2009

Vodacom Group (Proprietary) Limited's ("Vodacom") pre-listing statement will be posted today to shareholders of Telkom SA Limited ("Telkom") setting out the timetable for Vodacom's listing on the JSE Limited and the investment case for Vodacom. Vodacom is expected to list on the main board of JSE Limited on 5 May 2009.

Currently Vodacom is owned 50% by Telkom and 50% by Vodafone Group Plc ("Vodafone"). The listing of the company forms part of a number of interconditional transactions including the sale by Telkom of a 15% stake in Vodacom to Vodafone, increasing Vodafone's interest in the company to 65% and, following the listing, the unbundling by Telkom to its shareholders of its remaining 35% in Vodacom. The transactions are subject to various conditions precedent, including the approval of shareholders of Telkom at its general meeting on 26 March 2009.

Pieter Uys, CEO of Vodacom Group, said:

"The listing of Vodacom will offer investors direct access to a well established communications company with a unique platform for growth. This is an important event in the history of the company as we become a public company whilst also continuing to benefit from being part of the Vodafone Group."

The Vodacom pre-listing statement contains full details of the listing, including the key investment strengths and strategy of the company.

Since its formation in 1993, Vodacom has developed into a leading African communications group providing mobile communications and related services to some 38 million customers as at 31 December 2008. The company has clear strategies for growth to maintain its leading position within its existing markets and to expand profitably into new products, services and geographies.

Pieter Uys commented:

"We are committed to entrenching our position as a leader in the markets in which we operate. We will do this by continuing to provide a first rate service to our customers and offering new and innovative products. We will continue to invest in technology to support growth as well as become more efficient."

Vodacom's strategy is to be a leading total communications provider in sub-Saharan Africa. Other than continuing to grow its core mobile business, Vodacom's growth strategy is to lead in broadband connectivity and data services and to develop its converged services offering to consumers and corporate customers.

Vodacom is already the largest provider of mobile broadband services in South Africa with more than 600,000 customers and will continue to drive this leading position and expand broadband services into the rest of sub-Saharan Africa.

The recent opening of a data centre in Johannesburg, a client services operation centre and recent acquisition of Storage Technologies Services ("StorTech") and Gateway Communications ("Gateway") affords Vodacom a solid platform to further develop its ICT business.

Vodacom is also seeking out new growth opportunities in the media, entertainment and mobile advertising sectors as well as in mobile financial services.

Vodacom will also continue to selectively evaluate further licence and acquisition opportunities within the sub-Saharan African region, where shareholder value can be created. The recent acquisition of Gateway provides Vodacom with an established platform into Africa on which to benefit from the further growth in demand for carrier connectivity and high quality corporate telecommunications services. Furthermore, Vodafone has agreed to use Vodacom as its exclusive investment vehicle in sub-Saharan Africa from the effective date of the listing.

Pieter Uys said:

"Vodacom has many qualities which will contribute towards our growth objectives. Apart from our existing footprint and leading market positions, we have the number one telecommunications brand in South Africa. We have high quality networks and coverage, having led in the deployment of many new technologies. We have an unparalleled track record of innovation. We have an extensive distribution network with some 25,000 points of sale in South Africa alone. I believe we are very well positioned for the future."

Being majority owned by Vodafone, Vodacom will benefit from access to Vodafone's expertise, product innovation, marketing and centralised procurement. Vodafone has agreed that Vodacom will be its exclusive expansion vehicle in sub-Saharan Africa.

Vodacom anticipates a dividend payout ratio of about 40% of headline earnings for the year ended 31 March 2010. Dividends will be paid semi-annually with the first dividend payable for the first half of 2010.

As Vodacom is to become a public company, there are changes in the board of directors to ensure an experienced and well balanced board at the time of listing and thereafter. The board will consist of thirteen directors of which ten will be non-executive and four of those independent non-executive directors. The non-executive chairman shall be Peter Moyo, formerly CEO of Alexander Forbes Limited and Deputy Managing Director of Old Mutual Life Assurance Company South Africa. The other independent non-executive directors are Thoko Mokgosi-Mwantembe, former CEO of Hewlett-Packard South Africa (Proprietary) Limited, Phuti Malabie, Managing Director of Shanduka Energy (Proprietary) Limited and Tom Boardman, CEO of Nedbank Group Limited. The appointments of Peter Moyo and Thoko Mokgosi-Mwantembe to the Vodacom board are effective from the date of listing.

One director shall be nominated by the SA Government for so long as the SA Government holds not less than 10% of the issued Vodacom Group shares. The name of this director will be announced in due course.

Pieter Uys said:

"I look forward to working with all members of the new board. I would especially like to thank past members who will be retiring at the time of our listing, and especially Oyama Mabandla as Chairman, who have given so much of their time to the company over the years."

Vodacom has established an executive committee headed up by Pieter Uys. Other members of the EXCO comprise Johan van der Watt (Acting Chief Financial Officer), Shameel Joosub (MD South Africa), Lungi Ndlovu (Chief Officer Human Resources), Bob Collymore (Chief Officer Corporate Affairs) and Willem Swart (Chief Officer International Business). All together, members of the EXCO have extensive experience in the telecommunications industry.

The listing of Vodacom Group will not have any impact on the BEE shareholding interests in Vodacom SA. The Black Public interest held in YeboYethu will remain at 3.44% in Vodacom SA, as part of the 6.25% overall BEE stake.

Pieter Uys concluded:

"This is an exciting time for the company with significant opportunity to expand our mobile offering. We have placed total communications provision at the core of our strategy and have committed resources to deliver on this."

3 March 2009

For a copy of the Vodacom pre-listing statement, please visit www.vodacom.com.