Vodacom : Appointment of Chairman, Lead Independent Director and Other Board changes

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 Group" or "the company")

APPOINTMENT OF CHAIRMAN, LEAD INDEPENDENT DIRECTOR AND OTHER BOARD CHANGES

Chairman

In accordance with paragraph 3.59 of the JSE Listings Requirements, shareholders are advised that Mr Jabu Moleketi, Chairman of Vodacom Group, will retire and step down from the Board at the forthcoming annual general meeting to be held on Tuesday 21 July 2020.

The Board expresses its thanks to Jabu for his leadership and valuable contribution to both the Board and Vodacom over the past 11 years and wishes him much success with his future endeavours.

The Board is pleased to announce the appointment of Mr Saki Macozoma, current lead independent non-executive director, to the role of Chairman of the company with effect from Wednesday 22 July 2020. Saki was first appointed to the Board of Vodacom Group in July 2017. He also assumes the role of chairman of the Nomination Committee and will step down from the Audit, Risk & Compliance Committee.

Lead independent director

Following the appointment of Saki Macozoma as Chairman, Mr David Brown is appointed as lead independent non-executive director with effect from Wednesday 22 July 2020.

Other changes

Mr Thomas Reisten has resigned from the Board with effect from 31 March 2020. The Board thanks Thomas for his valuable contribution to the Board over the past 15 months.

Messrs Pierre Klotz and Clive Thomson will join the Board as non-executive director and independent non-executive director respectively with effect from Wednesday 1 April 2020. On his appointment as a director, Clive will become a member of the Audit, Risk & Compliance Committee.

The Board looks forward to the contribution of Pierre and Clive.

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Profiles of the new directors are set out below:

Pierre Klotz (MSc Bus Administration)

Pierre is the Vodafone Group Plc Group Corporate Finance Director. He joined Vodafone in July 2011 and is responsible for the Vodafone Group's Mergers & Acquisitions and Treasury related activities. Previously, he held a number of senior executive positions at UBS Investment Bank and at HSBC Investment Bank. He holds a Master of Science in Business Administration from Gothenburg School of Economics and Commercial Law.

Clive Thomson (BCom Hons, MPhil ,CA (SA)

Clive is an independent non-executive director of Woolworths Holdings Limited, Chairman of its Audit committee and Treasury Committee, and a member of its Social & Ethics Committee and Risk & Compliance committees. He is also a director of the Caterpillar dealer Borusan Makina.

Clive has over 20 years' experience in senior leadership and executive roles. He served as Chief Executive Officer of Barloworld Limited (Barloworld) for approximately 10 years and as Group Finance Director for close to four years. Prior to his group CEO role, Clive was Chief Executive Officer of Barloworld Equipment where he was responsible for leading the Caterpillar equipment businesses in Southern Africa, Russia and Iberia, and was Finance Director of Barloworld Coatings for five years.

Prior to joining Barloworld, Clive was a partner at Deloitte responsible for audit client services, in addition to serving in accounting technical advisory and education portfolios.

Midrand

27 March 2020

Sponsor: UBS South Africa (Pty) Limited

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